Delhaize Group Corporate
Governance Charter
The Board of Directors
Mission of the Board of Directors
Composition of the Board of Directors
Assessments of Board, Committee
and Individual Director Performance
Delhaize Group Annual Report 2014 49
Delhaize Group SA, a Belgian public company
("société anonyme") follows the corporate
governance principles described in the 2009
Belgian Code on Corporate Governance (the
"Belgian Governance Code"),which the Company
adopted as its reference code in 2009. The
Belgian Governance Code is available at:
www.corporategovernancecommittee.be.
In accordance with the recommendations and
guidelines described in the Belgian Govern
ance Code, the corporate governance frame
work of the Company is outlined in Delhaize
Group's Corporate Governance Charter (the
"Charter").
The Board of Directors reviews and updates
the Charter from time to time to reflect changes
in the Company's corporate governance
framework. The current version of the Charter is
available on the Company's website at: www.
delhaizegroup.com under the "Corporate Gov
ernance" tab. The Charter includes the Terms of
Reference of the Board of Directors, the Terms of
Reference of each Committee of the Board, the
Terms of Reference of Executive Management,
the Remuneration Policy, and the Related Party
Transactions Policy. The Company's Articles
of Association and the Charter, together with
the policies attached as exhibits thereto, and
applicable Belgian law, including the Belgian
and U.S. securities exchange rules to which
the Company is subject, govern the manner in
which the Company operates.
As recommended by the Belgian Governance
Code, this Corporate Governance Statement
focuses on factual information relating to the
Company's corporate governance, including
changes and other events that occurred in
2014 that impact the Company's corporate
governance framework.
The Board of Directors of Delhaize Group (the
"Board"), as the Company's ultimate deci
sion-making body, is entrusted with all powers
that are not reserved by law to the Sharehold
ers' Meeting. The Board is responsible for the
Company's strategy, for succession planning,
and for providing direction and oversight to
Executive Management who are responsi
ble for operating the Company. The Board
is committed to creating shareholder value
by pursuing sustainable, profitable growth
based on the contributions of the Company's
associates, its global network of suppliers, and
the continued loyalty of customers and the
communities where it operates.
On December 31, 2014, the Board of Directors
of Delhaize Group consisted of 11 directors and
included three standing Committees: the Audit
Finance Committee, the Governance Nomina
tion Committee and the Remuneration Commit
tee. As indicated in the Terms of Reference of the
Board of Directors, the Board periodically reviews
its membership criteria and considers these cri
teria in the context of the current and future com
position of the Board and its committees. This
assessment is made on the basis of a director
or director-candidate's knowledge, experience,
independence, integrity, diversity, and relevant
skills as well as his or her willingness to devote
adequate time to Board duties.
The Governance Nomination Committee has
given particular attention to the composition
of the Board of Directors, including director
independence requirements, the ongoing
need for financial and remuneration expertise
and other qualification criteria, such as gender
diversity (discussed below).
On December 31, 2014, a majority of the
Board, and all members of the Governance
Nomination Committee, the Audit Finance
Committee and the Remuneration Committee
were "independent" as such term is defined
under the Belgian Companies Code (the
"Companies Code"), the Belgian Governance
Code, and the New York Stock Exchange
Listing Manual ("NYSE Rules"). In addition,
at least one member of the Board and the
Audit Finance Committee must be an "audit
committee financial expert" as defined by U.S.
federal securities laws, and all Audit Finance
Committee members must be financially
literate. In addition, the Companies Code
requires that at least one member of the Audit
Finance Committee must be competent in
accounting and audit matters. With respect to
the Remuneration Committee, the Companies
Code requires that members have remunera
tion expertise.
In 2014, the Board considered its director qual
ification criteria in the context of the retirement
of one of its directors as well as the recruitment
of a new member to the Board of Directors.
A recent Belgian law requires that boards of
directors take gender diversity into account, and
by the beginning of the financial year starting
on January 1, 2017, that at least one-third of
their members is of another gender than the
other members of the Board of Directors. As
of December 31, 2014, the Delhaize Group
Board of Directors is comprised of 11 mem
bers, of whom three are women. Ms. Claire
H. Babrowski has been a member of the
Company's Board of Directors since May 2006,
Ms. Shari L. Ballard since May 2012, and Ms.
Elizabeth Doherty since May 2013. The Board
of Directors is committed to gender diversity
because it is convinced that diversity strengthens
the Board's deliberative process and decisions.
The Board annually evaluates its overall per
formance, the performance of its committees,
and its members.
The purpose of these assessments is to
enhance the overall effectiveness of the Board.
In the Board's view, this is best accomplished
by the establishment of a confidential assess
ment process, approved by the Board. The
results of the Board and Committee assess
ments are discussed with the full Board.
Individual director assessments are shared
only with the Chairman of the Board who
meets with each director to discuss his or her
performance.
In connection with the process for nominating
directors to stand for election by sharehold
ers at the annual meeting, each director is
assessed in relation to the director qualifica
tion criteria. If, at any time, the Board deter
mines that an individual director is not meeting
the established performance standards or no
longer satisfies the director qualification criteria
and independence standards, or his or her
actions reflect poorly upon the Board and the
Company, the Board may request the resigna
tion of such director. Pursuant to the Compa
ny's Articles of Association, directors may be
removed from office at any time by a majority
vote at any meeting of shareholders.
