Kroger 2011 Annual Report Download - page 47

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45
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. A U 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. D I 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.