Kroger 2010 Annual Report Download - page 52

50
Director independence is discussed above under the heading “Information Concerning the Board of
Directors.” Kroger’s policy on related person transactions is as follows:
ST A T E M E N T O F PO L I C Y
W I T H RE S P E C T T O
RE L A T E D PE R S O N TR A N S A C T I O N S
A. IN T R O D U C T I O N
It is the policy of Kroger’s Board of Directors that any Related Person Transaction may be consummated
or may continue only if the Committee approves or ratifies the transaction in accordance with the guidelines
set forth in this policy. The Board of Directors has determined that the Audit Committee of the Board is
best suited to review and approve Related Person Transactions.
For the purposes of this policy, a “Related Person” is:
1. any person who is, or at any time since the beginning of Kroger’s last fiscal year was, a director
or executive officer of Kroger or a nominee to become a director of Kroger;
2. any person who is known to be the beneficial owner of more than 5% of any class of Kroger’s
voting securities; and
3. any immediate family member of any of the foregoing persons, which means any child,
stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-
in-law, brother-in-law, or sister-in-law of the director, executive officer, nominee or more than
5% beneficial owner, and any person (other than a tenant or employee) sharing the household of
such director, executive officer, nominee or more than 5% beneficial owner.
For the purposes of this policy, a “Related Person Transaction” is a transaction, arrangement or
relationship (or any series of similar transactions, arrangements or relationships) since the beginning of
Kroger’s last fiscal year in which Kroger (including any of its subsidiaries) was, is or will be a participant
and the amount involved exceeds $120,000, and in which any Related Person had, has or will have a direct
or indirect material interest (other than solely as a result of being a director or a less than 10 percent
beneficial owner of another entity).
Notwithstanding the foregoing, the Audit Committee has reviewed the following types of transactions
and has determined that each type of transaction is deemed to be pre-approved, even if the amount involved
exceeds $120,000.
1. Certain Transactions with Other Companies. Any transaction for property or services in the
ordinary course of business involving payments to or from another company at which a Related
Person’s only relationship is as an employee (including an executive officer), director, or beneficial
owner of less than 10% of that company’s shares, if the aggregate amount involved in any fiscal
year does not exceed the greater of $1,000,000 or 2 percent of that company’s annual consolidated
gross revenues.
2. Certain Company Charitable Contributions. Any charitable contribution, grant or endowment
by Kroger (or one of its foundations) to a charitable organization, foundation, university or
other not for profit organization at which a Related Person’s only relationship is as an employee
(including an executive officer) or as a director, if the aggregate amount involved does not
exceed $250,000 or 5 percent, whichever is lesser, of the charitable organization’s latest publicly
available annual consolidated gross revenues.