Harris Teeter 2012 Annual Report Download - page 77

Committees of the Board of Directors
As of October 2, 2012, the Company’s Board of Directors had the following standing committees: (i) the Audit
Committee, whose current members are Harold C. Stowe (Chair), John R. Belk, Bailey W. Patrick, Isaiah Tidwell
and William C. Warden, Jr.; (ii) the Compensation Committee, whose current members are James E. S. Hynes
(Chair), John P. Derham Cato,Anna Spangler Nelson and William C. Warden, Jr.; and (iii) the Corporate Governance
& Nominating Committee, whose current members are Robert H. Spilman, Jr. (Chair), John R. Belk, Anna Spangler
Nelson and Isaiah Tidwell. Included herein is a description of each committee of the Board of Directors.
Audit Committee: The Audit Committee discharges the Board of Director’s responsibility relating to the
oversight of (i) the integrity of the financial statements and internal controls of the Company, (ii) the compliance
by the Company with legal and regulatory requirements, (iii) the outside auditor’s independence and qualifications,
and (iv) the performance of the Company’s internal audit function and outside auditors. The Audit Committee,
among other things, is responsible for the appointment, compensation and oversight of the independent auditors
and reviews the financial statements, audit reports, internal controls and internal audit procedures. Each member
of the Audit Committee has been determined to be an independent director, in accordance with the independence
requirements of the Securities and Exchange Commission and the New York Stock Exchange. TheAudit Committee
was established in accordance with Section 3(a)(58)A of the Exchange Act. The Audit Committee met eight (8)
times during Fiscal 2012.
Compensation Committee: The Compensation Committee assesses the Company’s overall compensation
programs and philosophies. Among other things, it and the Chairman of the Corporate Governance & Nominating
Committee approve the goals and objectives relevant to the Chief Executive Officer’s compensation and recommend
to the independent members of the Board of Directors for their approval, the salary, incentive compensation and
equity compensation of the Chairman of the Board and Chief Executive Officer. In addition, the Compensation
Committee recommends to the independent members of the Board of Directors for its approval, the salaries,
incentive compensation and equity compensation for other executive officers. The Compensation Committee also
reviews the salaries and incentive compensation for other Company officers and key employees and the qualified
and non-qualified retirement plans. In addition, the Compensation Committee approves the annual bonus criteria
under the Company’s cash and equity incentive plans, including the 2013 Cash Incentive Plan being presented for
shareholder approval at this Annual Meeting, the Harris Teeter Supermarkets, Inc. Cash Incentive Plan which was
effective October 2, 2006 (the “2006 Cash Incentive Plan”) and the Harris Teeter Supermarkets, Inc. 2011 Incentive
Compensation Plan (the “2011 Incentive Compensation Plan”). The Compensation Committee grants restricted
stock to the employees of the Company, other than the executive officers of the Company, pursuant to the Company’s
equity incentive plans and reports such actions to the Board of Directors.
The Compensation Committee may delegate any of its powers or duties to the chairperson of the Compensation
Committee or any subcommittee, other than as prohibited by law. Each member of the Compensation Committee
has been determined to be an independent director, in accordance with the independence requirements of the New
York Stock Exchange. The Compensation Committee met one (1) time during Fiscal 2012. For more information
see the “Report of the Compensation Committee” appearing elsewhere in this Proxy Statement.
Corporate Governance & Nominating Committee: The Corporate Governance & Nominating Committee
identifies, reviews, evaluates and recommends nominees for the Board of Directors. In addition, the Corporate
Governance & Nominating Committee monitors and evaluates the performance of the directors, individually and
collectively. The Corporate Governance & Nominating Committee also reviews and makes recommendations to the full
Board of Directors regarding changes in the number, chairperson, composition or responsibilities of each of the
committees of the Board of Directors and also reviews the committee charters. The Corporate Governance & Nominating
Committee periodically reviews the Company’s Corporate Governance Guidelines and recommends changes to the
Board of Directors. Each member of the Corporate Governance & Nominating Committee has been determined to be
an independent director, in accordance with the independence requirements of the New York Stock Exchange. The
Corporate Governance & Nominating Committee met two (2) times during Fiscal 2012. The Corporate Governance &
Nominating Committee will consider nominations for directors from shareholders. A more detailed discussion regarding
the process for nominating potential director candidates is included elsewhere in this Proxy Statement under the heading
“Corporate Governance Matters — Process for Nominating Potential Director Candidates.”
9