Kroger 2010 Annual Report Download - page 23
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understanding of Kroger obtained while serving as a Kroger director, his corporate governance knowledge
acquired during his tenure as a member of our Corporate Governance Committee, his previous experience
on other boards, and his prior experience as a CEO of a Fortune 500 company.
With respect to the roles of Chairman and CEO, the Guidelines provide that the Board believes that
it is in the best interests of Kroger and its shareholders for one person to serve as Chairman and CEO. The
Board recognizes that there may be circumstances in which it is in the best interests of Kroger and its
shareholders for the roles to be separated, and the Board exercises its discretion as it deems appropriate in
light of prevailing circumstances. The Board believes that the combination or separation of these positions
should continue to be considered as part of the succession planning process, as was the case in 2003 when
the roles were separated. Since 2004, the roles have been combined.
Our Board and each of its committees conduct an annual evaluation to determine whether they
are functioning effectively. As part of this annual self-evaluation, the Board assesses whether the current
leadership structure continues to be appropriate for Kroger and its shareholders. Our Guidelines provide
the flexibility for our Board to modify our leadership structure in the future as appropriate. We believe that
Kroger, like many U.S. companies, has been well-served by this flexible leadership structure.