Independent External Audit
Certification of Accounts 2014
Statutory Audit Fees
STATUTORY AUDITOR FEES
(in
Additional Governance Matters
Executive Committee
Related Party Transactions Policy
Insider Trading and Market
Manipulation Policy
Delhaize Group Annual Report 2014 53
The external audit of Delhaize Group SA is
conducted by Deloitte Reviseurs d'Entreprises/
Bedrijfsrevisoren, Registered Auditors (the
"Statutory Auditor") until the Ordinary Share
holders' Meeting in 2017. The Statutory Auditor
is represented by Mr. Michel Denayer through
the Company's 2014 fiscal year, and by Mr.
Eric Nys, beginning with the Company's 2015
fiscal year.
In 2015, the Statutory Auditor has certified
that the statutory annual accounts and the
consolidated annual accounts of the Com
pany, prepared in accordance with legal and
regulatory requirements applicable in Bel
gium, for the year ended December 31, 2014,
give a true and fair view of its assets, financial
situation and results of operations. The Audit
Finance Committee reviewed and discussed
the results of the audits of these accounts with
the Statutory Auditor.
Since the Company has securities registered
with the SEC, the Company is required to
provide a management report to the SEC
regarding the effectiveness of its internal
controls, as described in Section 404 of the
U.S. Sarbanes-Oxley Act of 2002 and the rules
implementing such act (see "Risk Manage
ment and Internal Controls - Financial Report
ing" below). In addition, the Statutory Auditor
must provide its assessment of the effective
ness of the Company's internal controls over
financial reporting. The fees related to this
work represent a part of the Statutory Auditor's
fees for the "Statutory audit of Delhaize Group
SA," the "Statutory audit of subsidiaries of
Delhaize Group" and the "Legal audit of the
consolidated financial statements" in 2014. The
Audit Finance Committee has monitored the
independence of the Statutory Auditor under
the Audit Committee's pre-approval policy, set
ting forth strict procedures for the approval of
non-audit services performed by the Statutory
Auditor.
The following table sets forth the fees of the
Statutory Auditor and its associated compa
nies relating to its services with respect to fiscal
year 2014 rendered to Delhaize Group and its
subsidiaries.
2014
a. Statutory audit of Delhaize Group SA(1)
478 850
b. Legal audit of the consolidated financial statements
264 384
Subtotal a,b: Fees as approved by the shareholders at the Ordinary General
743 234
c. Statutory audit of subsidiaries of Delhaize Group
1 794 755
Subtotal a,b,c: Statutory audit of the Group and subsidiaries
2 537 989
d. Audit of the 20-F (Annual Report filed with U.S. Securities and Exchange
42 600
Commission)
e. Other legally required services
9 225
Subtotal d, e
51 825
f. Consultation and other non-routine audit services
91 981
g. Tax services
196 950
h. Other services
29 775
Subtotal f, g, h
318 706
Total
2 908 520
(1) Includes fees for limited reviews of quarterly and half-yearly financial information.
The members of the Executive Committee are
appointed by the Board of Directors, and the
composition of the Executive Committee can
be found on page 50 of this report. The CEO
is in charge of the daily management of the
Company with the assistance of the Executive
Committee. The CEO is the president of the
Executive Committee, and its members assist
the CEO in preparing recommendations to the
Board on strategic, financial and operational
matters for which Board approval is required.
Under Belgian law, a board of directors has
the power to formally delegate under certain
conditions its management authority to a
management committee (comité de direction
directiecomité). The Board has not made such
a delegation to the Executive Committee. The
Board approved the Terms of Reference of
Executive Management which are attached as
Exhibit E to the Company's Corporate Govern
ance Charter.
As recommended under the Belgian Govern
ance Code, the Board has adopted a Related
Party Transactions Policy containing require
ments applicable to the members of the
Board of Directors and to members of senior
management. It has also adopted a Conflicts
of Interest Policy applicable to all associates
and the Board.
The Company's Related Party Transactions Pol
icy is attached as Exhibit G to the Company's
Corporate Governance Charter. The Conflict of
Interest Policy is attached as Appendix B to the
Terms of Reference of the Executive Committee
that can be found in the Company's Corporate
Governance Charter. All members of the Board
of Directors and members of senior manage
ment completed a Related Party Transaction
Questionnaire in 2014 for internal control
purposes. Further Information on Related Party
Transactions, as defined under International
Financial Reporting Standards, can be found in
Note 32 to the Financial Statements.
The Board has adopted a Policy Governing
Securities Trading and Prohibiting Market
Manipulation ("Trading Policy") which reflects
the Belgian and U.S. rules to prevent mar
ket abuse (consisting of insider trading and
market manipulation). The Company's Trading
Policy contains, among other things, strict
trading restrictions that apply to persons who
regularly have access to material non-public
information. Additional details concerning the
Company's Trading Policy can be found in the
Company's Corporate Governance Charter.
The Company maintains a list of persons
having regular access to material non-public
information and periodically reminds these
persons and others who may from time to time
have such information about the rules of the
