Kroger 2010 Annual Report Download - page 53

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51
3. Transactions where all Shareholders Receive Proportional Benefits. Any transaction where
the Related Person’s interest arises solely from the ownership of Kroger common stock and all
holders of Kroger common stock received the same benefit on a pro rata basis.
4. Executive Officer and Director Compensation. (a) Any employment by Kroger of an executive
officer if the executive officer’s compensation is required to be reported in Kroger’s proxy statement,
(b) any employment by Kroger of an executive officer if the executive officer is not an immediate
family member of a Related Person and the Compensation Committee approved (or recommended
that the Board approve) the executive officer’s compensation, and (c) any compensation paid to
a director if the compensation is required to be reported in Kroger’s proxy statement.
5. Other Transactions. (a) Any transaction involving a Related Person where the rates or charges
involved are determined by competitive bids, (b) any transaction with a Related Person involving
the rendering of services as a common or contract carrier, or public utility, at rates or charges
fixed in conformity with law or governmental authority, or (c) any transaction with a Related
Person involving services as a bank depositary of funds, transfer agent, registrar, trustee under a
trust indenture or similar services.
B. AU D I T CO M M I T T E E AP P R O V A L
In the event management becomes aware of any Related Person Transactions that are not deemed
pre-approved under paragraph A of this policy, those transactions will be presented to the Committee for
approval at the next regular Committee meeting, or where it is not practicable or desirable to wait until the
next regular Committee meeting, to the Chair of the Committee (who will possess delegated authority to
act between Committee meetings) subject to ratification by the Committee at its next regular meeting. If
advance approval of a Related Person Transaction is not feasible, then the Related Person Transaction will
be presented to the Committee for ratification at the next regular Committee meeting, or where it is not
practicable or desirable to wait until the next regular Committee meeting, to the Chair of the Committee
for ratification, subject to further ratification by the Committee at its next regular meeting.
In connection with each regular Committee meeting, a summary of each new Related Person
Transaction deemed pre-approved pursuant to paragraphs A(1) and A(2) above will be provided to the
Committee for its review.
If a Related Person Transaction will be ongoing, the Committee may establish guidelines for management
to follow in its ongoing dealings with the Related Person. Thereafter, the Committee, on at least an annual
basis, will review and assess ongoing relationships with the Related Person to see that they are in compliance
with the Committee’s guidelines and that the Related Person Transaction remains appropriate.
The Committee (or the Chair) will approve only those Related Person Transactions that are in, or are
not inconsistent with, the best interests of Kroger and its shareholders, as the Committee (or the Chair)
determines in good faith in accordance with its business judgment.
No director will participate in any discussion or approval of a Related Person Transaction for which
he or she, or an immediate family member (as defined above), is a Related Person except that the director
will provide all material information about the Related Person Transaction to the Committee.
C. DI S C L O S U R E
Kroger will disclose all Related Person Transactions in Kroger’s applicable filings as required by the
Securities Act of 1933, the Securities Exchange Act of 1934 and related rules.