Kroger 2010 Annual Report Download - page 19

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IN F O R M A T I O N CO N C E R N I N G T H E BO A R D O F DI R E C T O R S
CO M M I T T E E S O F T H E BO A R D
The Board of Directors has a number of standing committees including Audit, Compensation, and
Corporate Governance Committees. All standing committees are composed exclusively of independent
directors. All Board committees have charters that can be found on our corporate website at
www.thekrogerco.com under Guidelines on Issues of Corporate Governance. During 2010, the Audit
Committee met five times, the Compensation Committee met five times, and the Corporate Governance
Committee met two times. Committee memberships are shown on pages 9 through 16 of this Proxy
Statement. The Audit Committee reviews financial reporting and accounting matters pursuant to its charter
and selects our independent accountants. The Compensation Committee recommends for determination
by the independent members of our Board the compensation of the Chief Executive Officer, determines
the compensation of Kroger’s other senior management, and administers some of our incentive programs.
Additional information on the Compensation Committee’s processes and procedures for consideration of
executive compensation are addressed in the Compensation Discussion and Analysis below. The Corporate
Governance Committee develops criteria for selecting and retaining members of the Board, seeks out
qualified candidates for the Board, and reviews the performance of Kroger, the Board, and along with the
other independent board members, the CEO.
The Corporate Governance Committee will consider shareholder recommendations for nominees for
membership on the Board of Directors. Recommendations relating to our annual meeting in June 2012,
together with a description of the proposed nominee’s qualifications, background and experience, must
be submitted in writing to Paul W. Heldman, Secretary, and received at our executive offices not later than
January 13, 2012. The shareholder also should indicate the number of shares beneficially owned by the
shareholder. The Secretary will forward the information to the Corporate Governance Committee for its
consideration. The Committee will use the same criteria in evaluating candidates submitted by shareholders
as it uses in evaluating candidates identified by the Committee. These criteria are:
•฀ Demonstrated฀ability฀in฀fields฀considered฀to฀be฀of฀value฀in฀the฀deliberations฀of฀the฀Board,฀including฀
business management, public service, education, science, law, and government;
•฀ Highest฀standards฀of฀personal฀character฀and฀conduct;
•฀ Willingness฀to฀fulfill฀the฀obligations฀of฀directors฀and฀to฀make฀the฀contribution฀of฀which฀he฀or฀she฀
is capable, including regular attendance and participation at Board and committee meetings, and
preparation for all meetings, including review of all meeting materials provided in advance of the
meeting; and
•฀ Ability฀to฀understand฀the฀perspectives฀of฀Kroger’s฀customers,฀taking฀into฀consideration฀the฀diversity฀
of our customers, including regional and geographic differences.
Racial, ethnic, and gender diversity is an important element in promoting full, open, and balanced
deliberations of issues presented to the Board, and is considered by the Corporate Governance Committee.
Some consideration also is given to the geographic location of director candidates in order to provide a
reasonable distribution of members from the operating areas of the Company.
The Corporate Governance Committee typically recruits candidates for Board membership through
its own efforts and through suggestions from other directors and shareholders. The Committee on occasion
has retained an outside search firm to assist in identifying and recruiting Board candidates who meet the
criteria established by the Committee.