Harris Teeter 2012 Annual Report Download - page 55

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PART III
Item 10. Directors, Executive Officers and Corporate Governance
For information required by this item regarding executive officers, refer to “Executive Officers of the Registrant” in Item
4A hereof. Other information required by this item including regarding directors is incorporated herein by reference to the
sections entitled “Proposal 1: Election of Directors,” “Nominees for Election as Directors,” “Committees of the Board of
Directors,” “Corporate Governance Matters - Audit Committee Financial Expert,” and “Section 16(a) Beneficial Ownership
Reporting Compliance” in the Company’s Proxy Statement to be filed with the Securities and Exchange Commission with
respect to the Company’s 2013 Annual Meeting of Shareholders (the “2013 Proxy Statement”).
Code of Ethics and Code of Business Conduct and Ethics
The Company has adopted a written Code of Ethics (the “Code of Ethics”) that applies to our Chairman of the Board and
Chief Executive Officer, our Executive Vice President and Chief Financial Officer and our Vice President and Treasurer. The
Company has also adopted a Code of Business Conduct and Ethics (the “Code of Conduct”) that applies to all employees, officers
and directors of the Company. The Code of Ethics and Code of Conduct are available on the Company’s website,
www.harristeeter.com, in the “Investor Relations” section under the “Corporate Governance” caption. Any amendments to the
Code of Ethics or Code of Conduct, or any waivers of the Code of Ethics, or any waiver of the Code of Conduct for directors
or executive officers, will be disclosed on the Company’s website promptly following the date of such amendment or waiver.
Information on the Company’s website, however, does not form a part of this Annual Report on Form 10-K.
Corporate Governance Guidelines and Committee Charters
In furtherance of its longstanding goal of providing effective governance of the Company’s business and affairs for the
benefit of shareholders, the Board of Directors of the Company has approved Corporate Governance Guidelines. The Guidelines
contain general principles regarding the functions of the Company’s Board of Directors. The Guidelines are available on the
Company’s website referenced above. In addition, committee charters for the Company’s Audit Committee, Compensation
Committee and Corporate Governance and Nominating Committee are also included on the Company’s website.
Item 11. Executive Compensation
The information required by this item is incorporated herein by reference to the sections entitled “Proposal 1: Election
of Directors—Directors’ Fees and Attendance,” “Compensation Committee Interlocks and Insider Participation in
Compensation Decisions,” “Report of the Compensation Committee,” “Compensation Discussion and Analysis,”
“Compensation Policies and Practices as they Related to Risk Management,” and “Section 16(a) Beneficial Ownership
Reporting Compliance” in the 2013 Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
The information required by this item is incorporated herein by reference to the sections entitled “Principal Shareholders”
and “Proposal 1: Election of Directors—Beneficial Ownership of Company Stock” and “Equity Compensation Plan
Information” in the 2013 Proxy Statement.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this item is incorporated herein by reference to the sections entitled “Transactions with Related
Persons and Certain Control Persons” and “Corporate Governance Matters – Director Independence” in the 2013 Proxy
Statement.
Item 14. Principal Accountant Fees and Services
The information required by this item is incorporated herein by reference to the section entitled “Proposal 4: Ratification
of the Independent Registered Public Accounting Firm” in the 2013 Proxy Statement.
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