Proposed Appointment
of New Directors
Independence of Directors
Committees of the Board of Directors
Remuneration Nomination
Committee
Delhaize Group Annual Report 2014 51
Upon recommendation ot the Governance
and Nomination Committee, the Board will
propose the appointment of Ms. Leroy and
Mr. Patrick De Maeseneire as directors for a
term of four years to the shareholders at the
Ordinary Shareholders' Meeting to be held on
May 28, 2015.
Ms. Leroy has been Chief Executive Officer of
Belgacom SA and member of the Board of
Directors of Belgacom SA since January 2014.
She began working at Belgacom as Vice Pres
ident Sales for the Consumer division in Octo
ber 2011. In June, 2012, Ms. Dominique Leroy
held the position of Executive Vice President of
the Consumer Business Unit of Belgacom and
member of the Management Committee of
Belgacom Group. Prior to Belgacom, Ms. Leroy
worked for 24 years at Unilever. She was Man
aging Director of Unilever Belux and member
of Unilever's Benelux management committee.
She previously held various positions in mar
keting, finance and customer development.
Ms. Leroy is an independent Board Member
at Lotus Bakeries. Mrs. Leroy holds a degree in
Business Engineering from the Solvay Business
School of Brussels University (ULB).
Mr. De Maeseneire has been Chief Executive
Officer of Adecco S.A. since June 1, 2009.
Between 1998 and 2002, Mr. De Maeseneire
held leading positions within the Adecco
Group, starting as country manager for the
Benelux region before leading the Adecco
Group's worldwide professional staffing
business from New York. Mr. De Maeseneire
started his professional carrier in 1980 at
Arthur Andersen (Consulting). Between 1980
and 1997, he held executive positions at Wang,
Apple Computer, Sun International and at
the Belgian TV station VTM. In 2002, Mr. De
Maeseneire joined the chocolate manufacturer
Barry Callebaut where he served as CEO until
2009, when he returned to Adecco as CEO.
Mr. De Maeseneire earned a Master's degree
in commercial engineering at the Solvay
Business School of Brussels University (VUB),
Belgium and a special license in marketing
management at the Vlerick Leuven Gent Man
agement School, Belgium. Mr. De Maeseneire
also completed studies in business man
agement at the London Business School and
INSEAD, Fontainebleau, France. In 2007, Mr.
De Maeseneire was granted the title of Baron
by King Albert II of Belgium.
In March 2015, the Board of Directors con
sidered all criteria applicable to the assess
ment of independence of directors under the
Companies Code, the Belgian Governance
Code and the rules set forth in the NYSE Rules.
Based on the information provided by all direc
tors regarding their relationships with Delhaize
Group, the Board of Directors determined
that all directors, with the exception of Mr.
Pierre-Olivier Beckers-Vieujant and Mr. Didier
Smits, are independent under the criteria of
the Companies Code, the Belgian Governance
Code and the NYSE rules.
Mr. Pierre-Olivier Beckers-Vieujant is not inde
pendent under the criteria of the Companies
Code because he was an executive of the
Company until December 31, 2013. Mr. Didier
Smits is no longer independent under the
criteria of the Companies Code (effective May
2009) because he has served on the Board of
Directors as a non-executive director for more
than three consecutive terms.
Based on the determinations made at the
Ordinary Shareholders' Meeting of 2011, 2012,
2013, and 2014, the shareholders have deter
mined that all current directors are independ
ent under the criteria of the Companies Code,
with the exception of the directors mentioned
above. Such determinations have been made
upon a director's election or re-election to
the Delhaize Group Board of Directors at an
ordinary shareholders' meeting.
In March 2014 the Board decided to restructure
the functions of its two standing committees
(i.e., the Remuneration Nomination Commit
tee and the Audit Committee) into three stand
ing committees, effective May 21, 2014: (i) the
Remuneration Committee, (ii) the Governance
Nomination Committee, and (iii) the Audit
Finance Committee. The table on page 50
provides an overview of the membership of the
standing committees of the Board of Directors.
The committees annually review their Terms
of Reference and recommend any proposed
changes to the Board of Directors for approval.
The Terms of Reference for the three Board
committees, and their respective specific
responsibilities, are attached as Exhibits to
the Corporate Governance Charter and can
be found on the Company's website at
www.delhaizegroup.com under the Corporate
Governance tab.
The Remuneration Nomination Committee
(the "RNC") was established by the Board
of Directors to assist it in all matters related
to performance evaluations, compensation
and succession planning for directors and
executives of the Company, in addition to
monitoring compliance with governance
rules and regulations. It was responsible for
making recommendations to the Board for
its consideration and approval on these and
related topics. As noted above, the functions
of the RNC were split into two committees
effective May 21, 2014. Further descriptions of
the Remuneration Committee and the Govern
ance Nomination Committee activities are
included below.
In 2014, the RNC was composed solely of
non-executive directors, and a majority of
the members of the RNC were independent
pursuant to the Companies Code, the Belgian
Governance Code, and the NYSE rules.
The members of the RNC were appointed
by the Board on the recommendation of the
Chairman of the Board and members of the
RNC (without participating in consideration
of their own appointment). The RNC and the
Board of Directors adequately considered the
competence and the skills of the members
of the RNC on an individual as well as on a
collective basis and considered that such
members met all the required competencies
and skills to exercise the functions pertaining
to the RNC.
The composition of the RNC in 2014 can be
found in the table on page 50.
The RNC met three times until May 21, 2014.
All RNC members attended all meetings with
the exception of Messrs. Jacques de Vaucle-
roy and Mats Jansson, each of whom were
excused at one meeting.
The activities of the RNC in 2014, included
among others:
Evaluation of the CEO and other Executive
Committee member performance;
CEO and Executive Committee succession
planning;
Review of the Remuneration Policy;
Review and approval of the Company's
Remuneration Report;
Review of senior management performance
and compensation, including short and
long-term incentive awards;
Review of variable remuneration for other
levels of management in the aggregate;
Review of compliance with senior manage
ment share ownership guidelines;
Review of Board governance and policies;
Review of director nominations and directors
compensation;
Review of director mandates and qualifica
tions;
Committee self-assessment of performance;
Review of the Terms of Reference of each
Committee.
