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These excerpts taken from the DEG 6-K filed May 26, 2009. Independence of Directors In the U.S., the Company is listed on the New York Stock Exchange (NYSE). Under the rules of the NYSE, listed companies that are foreign private issuers (such as the Company) are permitted to follow home country practices in lieu of the director independence requirements of the NYSE. Nonetheless, the Board considered in March 2009 all criteria applicable to the assessment of independence of directors under the Belgian Company Code, the Belgian Code on Corporate Governance and NYSE rules. Based on the information provided by all directors, the Board of Directors determined that all directors, with the exception of Pierre-Olivier Beckers and Didier Smits, are independent under the criteria of the Belgian Company Code, the Belgian Code on Corporate Governance and the NYSE rules. A summary of the guidelines used by the Board to determine director independence can be found in the appendix 1 to the Terms of Reference of the Board of Directors on page 20 of our Corporate Governance Charter, available on the Company’s website at www.delhaizegroup.com. The Board made its determination based on the rules applicable in Belgium and the U.S. based on information provided by all directors. Prior to the Board of Directors’ determination in March 2009, the Board of Directors had considered Mr. Smits to be independent. However, beginning May 28, 2009, Mr. Smits will no longer be independent under the Belgian Company Code because he has served on the Board of Directors as a non-executive director for more than three terms. While the Board of Directors did not feel that a service of more than three terms affected the independence of Mr. Smits under the Belgian Code on Corporate Governance, recent changes in the Belgian Company Code have eliminated the Board’s ability to make such judgments (see “Compliance with the Belgian Code on Corporate Governance” on page 56 of the consolidated annual report).
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Based on determinations made through the ordinary general meeting of 2008, the shareholders have determined that all current directors are independent under the criteria of the Belgian Company Code, with the exception of Jack L. Stahl, whose status the shareholders have not yet had the opportunity to review, and Chief Executive Officer Pierre-Olivier Beckers. Such determinations have been made, as applicable, either upon a director’s election or re-election to the Board by an ordinary general meeting or at the ordinary general meeting held in 2004 under legal transition rules. Under the new requirements of the Belgian Company Code which are summarized below, a director cannot qualify as an independent director of the Company if:
The Board unanimously recommends that the shareholders acknowledge that Claire Babrowski, Count Jacobs de Hagen and Jack L. Stahl are independent within the meaning of the Belgian Company Code and vote FOR the following proposals:
Claire Babrowski’s biographical information is provided above.
Count Jacobs de Hagen’s biographical information is provided above.
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Mr. Jack L. Stahl (1953) last served in the role of President and Chief Executive Officer of cosmetics company Revlon from 2002 until his retirement in 2006. Prior to joining Revlon, Mr. Stahl had a 22-year career as an executive with the Coca-Cola Company culminating in the role of President and Chief Operating Officer. He also served as Group President of Coca-Cola Americas and Chief Financial Officer. Mr. Stahl started his professional career as an auditor at Arthur Andersen & Co. He currently serves on the Boards of pharmaceutical company Schering-Plough and the soft drink company Dr. Pepper Snapple Group. He is also a board member of several non-profit organizations such as The Boys and Girls Clubs of America and The United Negro College Fund. Mr. Stahl received his undergraduate degree from Emory University and holds an MBA from the Wharton Business School of the University of Pennsylvania. Independence of Directors In the U.S., the Company is listed on the New York Stock Exchange (NYSE). Under the rules of the NYSE, listed companies that are foreign private issuers (such as the Company) are permitted to follow home country practices in lieu of the director independence requirements of the NYSE. Nonetheless, the Board considered in March 2009 all criteria applicable to the assessment of independence of directors under the Belgian Company Code, the Belgian Code on Corporate Governance and NYSE rules. Based on the information provided by all directors, the Board of Directors determined that all directors, with the exception of Pierre-Olivier Beckers and Didier Smits, are independent under the criteria of the Belgian Company Code, the Belgian Code on Corporate Governance and the NYSE rules. A summary of the guidelines used by the Board to determine director independence can be found in the appendix 1 to the Terms of Reference of the Board of Directors on page 20 of our Corporate Governance Charter, available on the Company’s website at www.delhaizegroup.com. The Board made its determination based on the rules applicable in Belgium and the U.S. based on information provided by all directors. Prior to the Board of Directors’ determination in March 2009, the Board of Directors had considered Mr. Smits to be independent. However, beginning May 28, 2009, Mr. Smits will no longer be independent under the Belgian Company Code because he has served on the Board of Directors as a non-executive director for more than three terms. While the Board of Directors did not feel that a service of more than three terms affected the independence of Mr. Smits under the Belgian Code on Corporate Governance, recent changes in the Belgian Company Code have eliminated the Board’s ability to make such judgments (see “Compliance with the Belgian Code on Corporate Governance” on page 56 of the consolidated annual report).
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Based on determinations made through the ordinary general meeting of 2008, the shareholders have determined that all current directors are independent under the criteria of the Belgian Company Code, with the exception of Jack L. Stahl, whose status the shareholders have not yet had the opportunity to review, and Chief Executive Officer Pierre-Olivier Beckers. Such determinations have been made, as applicable, either upon a director’s election or re-election to the Board by an ordinary general meeting or at the ordinary general meeting held in 2004 under legal transition rules. Under the new requirements of the Belgian Company Code which are summarized below, a director cannot qualify as an independent director of the Company if:
The Board unanimously recommends that the shareholders acknowledge that Claire Babrowski, Count Jacobs de Hagen and Jack L. Stahl are independent within the meaning of the Belgian Company Code and vote FOR the following proposals:
Claire Babrowski’s biographical information is provided above.
Count Jacobs de Hagen’s biographical information is provided above.
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Mr. Jack L. Stahl (1953) last served in the role of President and Chief Executive Officer of cosmetics company Revlon from 2002 until his retirement in 2006. Prior to joining Revlon, Mr. Stahl had a 22-year career as an executive with the Coca-Cola Company culminating in the role of President and Chief Operating Officer. He also served as Group President of Coca-Cola Americas and Chief Financial Officer. Mr. Stahl started his professional career as an auditor at Arthur Andersen & Co. He currently serves on the Boards of pharmaceutical company Schering-Plough and the soft drink company Dr. Pepper Snapple Group. He is also a board member of several non-profit organizations such as The Boys and Girls Clubs of America and The United Negro College Fund. Mr. Stahl received his undergraduate degree from Emory University and holds an MBA from the Wharton Business School of the University of Pennsylvania. This excerpt taken from the DEG 6-K filed May 4, 2009. Independence of Directors In March 2009, the Board of Directors considered all criteria applicable to the assessment of independence of directors under the Belgian Company Code, the Belgian Code on Corporate Governance and the New York Stock Exchange (NYSE) rules. Based on the information provided by all directors regarding their relationships with Delhaize Group, the Board of Directors determined that all directors, with the exception of Pierre-Olivier Beckers and Didier Smits, are independent under the criteria of the Belgian Company Code, the Belgian Code on Corporate Governance and the NYSE rules. Prior to the Board of Directors’ determination in March 2009, the Board of Directors had considered Mr. Smits to be independent. However, beginning May 28, 2009, Mr. Smits will no longer be independent under the Belgian Company Code because he has served on the Board of Directors as a non-executive director for more than three terms. While the Board of Directors did not feel that a service of more than three terms affected the independence of Mr. Smits under the Belgian Code on Corporate Governance, recent changes in the Belgian Company Code have eliminated the Board’s ability to make such judgments (see “Compliance with the Belgian Code on Corporate Governance” on p. 56). Based on determinations made up to and including the Ordinary General Meeting of 2008, the shareholders have determined that all current directors are independent under the criteria of the Belgian Company Code, with the exception of Jack L. Stahl, whose status the shareholders have not yet had the opportunity to review, and Chief
Table of ContentsThese excerpts taken from the DEG 6-K filed May 21, 2008. Independence of Directors All directors with the exception of Chief Executive Officer Pierre-Olivier Beckers have previously been determined by the shareholders to be independent under the criteria of the Belgian Company Code. In the U.S., the Company is listed on the New York Stock Exchange (NYSE). Under the rules of the NYSE, listed companies that are foreign private issuers (such as the Company) are permitted to follow home country practices in lieu of the director independence requirements of the NYSE. Nonetheless, the Board considered in March 2008 all criteria applicable to the assessment of independence of directors under applicable Belgian Company Code, the Belgian Code on Corporate Governance and NYSE rules and determined that, in the absence of any intervening facts or circumstances, except for the Chief Executive Officer, all the directors of the Company and the nominees named under 8.1 to 8.5 below meet those independence criteria, it being understood that the Board believes that service as a non-executive director for more than three terms does not alone disqualify a director from being independent.
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A summary of the guidelines used by the Board to determine director independence can be found in the appendix 1 to the Terms of Reference of the Board of Directors on page 20 of our Corporate Governance Charter, available on the Company’s website at www.delhaizegroup.com. The Board made its determination based on the rules applicable in Belgium and the U.S. based on information provided by all directors regarding their relationships with the Company. The Board will propose at the ordinary and extraordinary general meeting of May 22, 2008 that the shareholders acknowledge that all directors proposed for appointment or renewal are independent within the meaning of the Belgian Company Code. The proposed resolution only relates to the acknowledgment that the directors whose mandate is proposed to be renewed as well as the director whose appointment is proposed are meeting the independence criteria under the Belgian Company Code. For directors to be independent within the meaning of the Belgian Company Code, the following conditions must be met:
The Board unanimously recommends that the shareholders acknowledge that the directors whose mandate is proposed to be renewed as well as the director whose appointment is proposed meet the independence criteria under the Belgian Company Code and vote FOR the following proposals:
Count Arnoud de Pret Roose de Calesberg’s biographical information is provided above.
Jacques de Vaucleroy’s biographical information is provided above.
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Hugh Farrington’s biographical information is provided above.
Baron Luc Vansteenkiste’s biographical information is provided above.
François Cornélis’ biographical information is provided above. Independence of Directors All directors with the exception of Chief Executive Officer Pierre-Olivier Beckers have previously been determined by the shareholders to be independent under the criteria of the Belgian Company Code. In the U.S., the Company is listed on the New York Stock Exchange (NYSE). Under the rules of the NYSE, listed companies that are foreign private issuers (such as the Company) are permitted to follow home country practices in lieu of the director independence requirements of the NYSE. Nonetheless, the Board considered in March 2008 all criteria applicable to the assessment of independence of directors under applicable Belgian Company Code, the Belgian Code on Corporate Governance and NYSE rules and determined that, in the absence of any intervening facts or circumstances, except for the Chief Executive Officer, all the directors of the Company and the nominees named under 8.1 to 8.5 below meet those independence criteria, it being understood that the Board believes that service as a non-executive director for more than three terms does not alone disqualify a director from being independent.
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A summary of the guidelines used by the Board to determine director independence can be found in the appendix 1 to the Terms of Reference of the Board of Directors on page 20 of our Corporate Governance Charter, available on the Company’s website at www.delhaizegroup.com. The Board made its determination based on the rules applicable in Belgium and the U.S. based on information provided by all directors regarding their relationships with the Company. The Board will propose at the ordinary and extraordinary general meeting of May 22, 2008 that the shareholders acknowledge that all directors proposed for appointment or renewal are independent within the meaning of the Belgian Company Code. The proposed resolution only relates to the acknowledgment that the directors whose mandate is proposed to be renewed as well as the director whose appointment is proposed are meeting the independence criteria under the Belgian Company Code. For directors to be independent within the meaning of the Belgian Company Code, the following conditions must be met:
The Board unanimously recommends that the shareholders acknowledge that the directors whose mandate is proposed to be renewed as well as the director whose appointment is proposed meet the independence criteria under the Belgian Company Code and vote FOR the following proposals:
Count Arnoud de Pret Roose de Calesberg’s biographical information is provided above.
Jacques de Vaucleroy’s biographical information is provided above.
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Hugh Farrington’s biographical information is provided above.
Baron Luc Vansteenkiste’s biographical information is provided above.
François Cornélis’ biographical information is provided above. These excerpts taken from the DEG 6-K filed May 29, 2007. Independence of Directors All directors with the exception of Chief Executive Officer Pierre-Olivier Beckers have previously been determined by the shareholders to be independent under the criteria of the Belgian Company Code. In the U.S., the Company is listed on the New York Stock Exchange (NYSE). Under the rules of the NYSE, listed companies that are foreign private issuers (such as the Company) are permitted to follow home country practices in lieu of the director independence requirements of the NYSE. Nonetheless, the Board considered in March 2007 all criteria applicable to the assessment of independence of directors under applicable Belgian Company Code, the Belgian Code on Corporate Governance and NYSE rules and determined that, in the absence of any intervening facts or circumstances, except for the Chief Executive Officer, all the directors of the Company and the nominees named under 8.1 to 8.3 below meet those independence criteria, it being understood that the Board believes that service as a non-executive director for more than three terms does not alone disqualify a director from being independent. A summary of the guidelines used by the Board to determine director independence can be found in the appendix 1 to the Terms of Reference of the Board of Directors on page 20 of our Corporate Governance Charter, available on the Company’s website at www.delhaizegroup.com. The Board made its determination based on the rules applicable in Belgium and the U.S. based on information provided by all directors regarding their relationships with the Company. The Board will propose at the ordinary and extraordinary general meeting of May 24, 2007 that the shareholders acknowledge that all directors proposed for renewal are independent within the meaning of the Belgian Company Code. The proposed resolution only relates to the acknowledgment that the directors whose mandate is proposed to be renewed are meeting the independence criteria under the Belgian Company Code.
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For directors to be independent within the meaning of the Belgian Company Code, the following conditions must be met:
The Board unanimously recommends that the shareholders acknowledge that the directors whose mandate is proposed to be renewed meet the independence criteria under the Belgian Company Code and vote FOR the following proposals:
Count Richard Goblet d’Alviella’s biographical information is provided above.
Robert J. Murray’s biographical information is provided above.
William L. Roper’s biographical information is provided above. Independence of Directors All directors with the exception of Chief Executive Officer Pierre-Olivier Beckers have previously been determined by the shareholders to be independent under the criteria of the Belgian Company Code. In the U.S., the Company is listed on the New York Stock Exchange (NYSE). Under the rules of the NYSE, listed companies that are foreign private issuers (such as the Company) are permitted to follow home country practices in lieu of the director independence requirements of the NYSE. Nonetheless, the Board considered in March 2007 all criteria applicable to the assessment of independence of directors under applicable Belgian Company Code, the Belgian Code on Corporate Governance and NYSE rules and determined that, in the absence of any intervening facts or circumstances, except for the Chief Executive Officer, all the directors of the Company and the nominees named under 8.1 to 8.3 below meet those independence criteria, it being understood that the Board believes that service as a non-executive director for more than three terms does not alone disqualify a director from being independent. A summary of the guidelines used by the Board to determine director independence can be found in the appendix 1 to the Terms of Reference of the Board of Directors on page 20 of our Corporate Governance Charter, available on the Company’s website at www.delhaizegroup.com. The Board made its determination based on the rules applicable in Belgium and the U.S. based on information provided by all directors regarding their relationships with the Company. The Board will propose at the ordinary and extraordinary general meeting of May 24, 2007 that the shareholders acknowledge that all directors proposed for renewal are independent within the meaning of the Belgian Company Code. The proposed resolution only relates to the acknowledgment that the directors whose mandate is proposed to be renewed are meeting the independence criteria under the Belgian Company Code.
For directors to be independent within the meaning of the Belgian Company Code, the following conditions must be met:
The Board unanimously recommends that the shareholders acknowledge that the directors whose mandate is proposed to be renewed meet the independence criteria under the Belgian Company Code and vote FOR the following proposals:
Count Richard Goblet d’Alviella’s biographical information is provided above.
Robert J. Murray’s biographical information is provided above.
William L. Roper’s biographical information is provided above. This excerpt taken from the DEG 6-K filed Mar 19, 2007. Independence of Directors The Board of Directors has determined that, except for Mr. Pierre-Olivier Beckers, Chief Executive Officer, all the directors of the Company are independent within the meaning of the Belgian Company Code, the Belgian Code on Corporate Governance and the rules of the New York Stock Exchange and will propose at the Ordinary General Meeting of May 24, 2007 that the shareholders acknowledge the independence of the directors proposed for reelection, Count Goblet d’Alviella, Mr. Robert Murray and Dr. William Roper, under the Belgian Company Code. These excerpts taken from the DEG 6-K filed May 19, 2006. Independence of Directors The recent corporate governance reforms in Belgium and the United States introduced new regulations relating to the independence of directors. All directors with the exception of Chief Executive Officer Pierre-Olivier Beckers have been determined by the shareholders to be independent under the criteria of the Belgian Company Code. Such determination was made, as applicable, either upon their election or reelection as director, or at the ordinary general meeting held in 2004 under applicable transition rules. In the U.S., the Company is listed on the New York Stock Exchange (NYSE). Under the rules of the NYSE, listed companies that are foreign private issuers (such as Delhaize Group) are permitted to follow home country practices in lieu of the director independence requirements of the NYSE. Nonetheless, the Board of Directors has determined in 2005 that all the then directors, with the exception of the Chief Executive Officer Pierre-Olivier Beckers and Mr. Hugh Farrington had no material relationship with the Company, other than as directors of the Company, and were otherwise independent under the rules of the NYSE. The Board determined that, while Mr. Hugh Farrington immediately qualifies as independent under the Belgian Company Code, due to a former executive position held in the group he would only be eligible to qualify as independent director under the NYSE rules and the Belgian Code on Corporate Governance as from May 2006. In March 2006, the Board of Directors considered all criteria applicable to the assessment of independence of directors under applicable Belgian Company Code, the Belgian Code on Corporate Governance and NYSE rules and determined that, in the absence of any intervening facts or circumstances, Mr. Hugh Farrington will be independent under the Corporate Governance Code and the NYSE rules as of May 2006. The Board of Directors determined also that except for the Chief Executive Officer, all the other directors of the Company and the nominees named under 9.1 to 9.3 below meet those independence criteria being understood that the Board believes that a director may be deemed independent even though he/she has served on the Board as a non-executive director for more that three terms. A summary of the guidelines used by the Board of Directors to determine director independence can be found in the appendix 1 to the Terms of Reference of the Board of Directors on page 20 of our Corporate Governance Charter, available on the Delhaize Group’s website at www.delhaizegroup.com. The Board made its determination based on the rules applicable in Belgium and the U.S. based on information provided by all directors regarding their relationships with Delhaize Group. The Board will propose at the ordinary general meeting of May 24, 2006 that the shareholders acknowledge that all directors proposed for appointment or renewal, except Mr. Pierre-Olivier Beckers, are independent within the meaning of the Belgian Company Code. The proposed resolution only relates to the acknowledgment that the directors whose mandate will be renewed (except Mr. Pierre-Olivier Beckers) as well as the newly appointed director are meeting the independence criteria under the Belgian Company Code. For directors to be independent within the meaning of the Belgian Company Code, the following conditions must be met:
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The Board of Directors unanimously recommends that the shareholders acknowledge that the directors whose mandate will be renewed, except for Mr. Pierre-Olivier Beckers, as well as the newly appointed director, are meeting the independence criteria under the Belgian Company Code and vote FOR the following proposals:
Baron Georges Jacobs’s biographical information is provided above.
Didier Smits’s biographical information is provided above.
Claire H. Babrowski’s biographical information is provided above. Independence of Directors The recent corporate governance reforms in Belgium and the United States introduced new regulations relating to the independence of directors. All directors with the exception of Chief Executive Officer Pierre-Olivier Beckers have been determined by the shareholders to be independent under the criteria of the Belgian Company Code. Such determination was made, as applicable, either upon their election or reelection as director, or at the ordinary general meeting held in 2004 under applicable transition rules. In the U.S., the Company is listed on the New York Stock Exchange (NYSE). Under the rules of the NYSE, listed companies that are foreign private issuers (such as Delhaize Group) are permitted to follow home country practices in lieu of the director independence requirements of the NYSE. Nonetheless, the Board of Directors has determined in 2005 that all the then directors, with the exception of the Chief Executive Officer Pierre-Olivier Beckers and Mr. Hugh Farrington had no material relationship with the Company, other than as directors of the Company, and were otherwise independent under the rules of the NYSE. The Board determined that, while Mr. Hugh Farrington immediately qualifies as independent under the Belgian Company Code, due to a former executive position held in the group he would only be eligible to qualify as independent director under the NYSE rules and the Belgian Code on Corporate Governance as from May 2006. In March 2006, the Board of Directors considered all criteria applicable to the assessment of independence of directors under applicable Belgian Company Code, the Belgian Code on Corporate Governance and NYSE rules and determined that, in the absence of any intervening facts or circumstances, Mr. Hugh Farrington will be independent under the Corporate Governance Code and the NYSE rules as of May 2006. The Board of Directors determined also that except for the Chief Executive Officer, all the other directors of the Company and the nominees named under 9.1 to 9.3 below meet those independence criteria being understood that the Board believes that a director may be deemed independent even though he/she has served on the Board as a non-executive director for more that three terms. A summary of the guidelines used by the Board of Directors to determine director independence can be found in the appendix 1 to the Terms of Reference of the Board of Directors on page 20 of our Corporate Governance Charter, available on the Delhaize Group’s website at www.delhaizegroup.com. The Board made its determination based on the rules applicable in Belgium and the U.S. based on information provided by all directors regarding their relationships with Delhaize Group. The Board will propose at the ordinary general meeting of May 24, 2006 that the shareholders acknowledge that all directors proposed for appointment or renewal, except Mr. Pierre-Olivier Beckers, are independent within the meaning of the Belgian Company Code. The proposed resolution only relates to the acknowledgment that the directors whose mandate will be renewed (except Mr. Pierre-Olivier Beckers) as well as the newly appointed director are meeting the independence criteria under the Belgian Company Code. For directors to be independent within the meaning of the Belgian Company Code, the following conditions must be met:
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The Board of Directors unanimously recommends that the shareholders acknowledge that the directors whose mandate will be renewed, except for Mr. Pierre-Olivier Beckers, as well as the newly appointed director, are meeting the independence criteria under the Belgian Company Code and vote FOR the following proposals:
Baron Georges Jacobs’s biographical information is provided above.
Didier Smits’s biographical information is provided above.
Claire H. Babrowski’s biographical information is provided above. | EXCERPTS ON THIS PAGE:
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