Kroger 2011 Annual Report Download - page 16

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14
IN F O R M A T I O N CO N C E R N I N G TH 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 2011, 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 8 through 13 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 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 2013, 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 11,
2013. 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.
CO R P O R A T E GO V E R N A N C E
The Board of Directors has adopted Guidelines on Issues of Corporate Governance. These Guidelines,
which include copies of the current charters for the Audit, Compensation, and Corporate Governance
Committees, and the other committees of the Board of Directors, are available on our corporate website at
www.thekrogerco.com. Shareholders may obtain a copy of the Guidelines by making a written request to
Kroger’s Secretary at our executive offices.