Activity Report of the Board in 2014
Nomination and Tenure of Directors
Proposed Renewal of
Director Mandates
GOVERNANCE
Name Position Director Since Term Expires Member of Audit Member of Member of the
(Year of Birth) Finance Governance Remuneration
Committee Nomination Committee
Committee
Mats Jansson (1951) Chairman111 May 2011 2018 X
Shari L. Ballard (1966)
Director111
May 2012
2015
X
Claire H. Babrowski (1957)
Director111
May 2006
2016
X
X
Pierre-Olivier Beckers-
Vieujant (1960)
Director
May 1995
2015
Elizabeth Doherty (1957)
Director111
May 2013
2016
X
Jacques de Vaucleroy (1961)
Director111
May 2005
2015
Chair
X
Hugh G. Farrington (1945)
(mandate expired on
May 22, 2014)
Director
May 2005
2014
Chair
(Remuneration
Nomination
Committee1
William G. McEwan (1956)
Director111
May 2011
2018
Chair
Didier Smits (1962)
Director
May 1996
2015
Jack L. Stahl (1953)
Director111
August 2008
2018
Chair
Johnny Thijs (1951)
Director111
May 2014
2017
X
Luc Vansteenkiste (1947)
Director111
May 2005
2015
X
X
(1) Independent director under the Companies Code, the Belgian Code on Corporate Governance and the NYSE rules.
In 2014, the Board of Directors met nine times
(six regularly scheduled meetings and three
special meetings). All directors were present at
those meetings with the following exceptions:
Messrs. Jacques de Vaucleroy and Johnny
Thijs and Ms. Elizabeth Doherty were each
excused at one meeting, and Ms. Shari Ballard
was excused at two meetings.
In 2014, the Board's activities included, among
others:
Regular sessions with the CEO without other
members of management;
An annual strategic session on key strategic
issues;
Review of the Company's enterprise risk
management report;
Succession planning for the role of CEO and
other members of Executive Committee;
Review of the Company's financial perfor
mance compared to the approved 2014
budget, and review of the 2015 annual
budget and the three-year financial plan
(approved in January 2015);
Regular business reviews;
Review and approval of quarterly, half-yearly
and annual financial statements, including
proposed allocation of profits and divi
dend proposal, the consolidated financial
statements, the Board report on the annual
accounts and the consolidated financial
statements, and the annual report;
Approval of revenues and earnings press
releases;
Approval of the publication of the Sustaina-
bility Progress Report for the year 2013;
Nomination of director, nomination of direc
tors for renewal of their directors' mandate
and assessment of their independence;
Review and decision on possible acquisitions
and divestitures;
Regular review and update on treasury
matters;
Reports of Committee Chairmen and deci
sions on Committee recommendations;
Call and adoption of the agenda of the
Ordinary Shareholders' Meeting;
Approval of the Delhaize Group 2014 Euro
pean Performance Stock Unit Plan.
Under Belgian law, directors are elected by
majority vote at the ordinary shareholders'
meeting for a term of up to six years. Pursuant
to Belgian law, a director is not independent
if such person is elected to more than three
successive terms or serves more than twelve
years as a director.
In August 2014, the Board of Directors estab
lished a four year term for the mandates of
independent directors. This would permit
a non-executive director who is otherwise
independent to serve a total of twelve years
before such director would no longer be
considered independent under Belgian law.
The term of mandates for directors who are
not considered independent by the Board
of Directors at the time of their election has
been set by the Board at three years. Unless
otherwise decided by the Board, a person who
may be considered for election to the Board
and who will turn age 72 during his or her next
mandate may instead be elected to a term
that would expire at the ordinary shareholders'
meeting occurring in the year in which such
director turns 72.
At the Ordinary Shareholders' Meeting held on
May 22, 2014, Mr. Johnny Thijs was appointed
as a director for a term of three years. The
mandates of Mr. Mats Jansson, Mr. William
G. McEwan and Mr. Jack Stahl were renewed
each for a term of four years. Mr. Farrington
decided not to stand for renewal of his man
date at the Ordinary Shareholders' Meeting on
May 22, 2014.
The Board of Directors has considered all
criteria applicable to the assessment of inde
pendence of directors under the Companies
Code, the Belgian Governance Code and the
NYSE Rules and determined that, based on the
information provided by Ms. Shari Ballard, she
qualifies as independent under all of these
criteria. At the Ordinary Shareholders' Meeting
of May 28, 2015, the Board will propose that
the shareholders acknowledge that Ms. Shari
Ballard is independent within the meaning of
the Companies Code, and will propose the
renewal of the mandates of Ms. Ballard for
a term of four years and Messrs. Jacques de
Vaucleroy and Luc Vansteenkiste each for a
term of three years, to the shareholders for
approval. Messrs. Jacques de Vaucleroy and
Luc Vansteenkiste will no longer be considered
independent under the above-referenced
criteria. Messrs. Pierre-Olivier Beckers-Vieujant
and Didier Smits have informed the Board
that they will not stand for renewal when their
mandates expire at the shareholders' meeting
to be held on May 28, 2015
