Kroger 2012 Annual Report Download - page 18
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AT T E N D A N C E
The Board of Directors held seven meetings in 2012. During 2012, all incumbent directors attended at
least 75% of the aggregate number of meetings of the Board and committees on which that director served.
MembersoftheBoardareexpectedtousetheirbesteffortstoattendallannualmeetingsofshareholders.All
fourteen members of the Board attended last year’s annual meeting.
CO M P E N S A T I O N C O N S U L T A N T S
TheCompensationCommitteedirectlyengagesacompensationconsultantfromMercerHumanResource
Consulting to advise the Committee in the design of compensation for executive officers. In 2012, Kroger paid
thatconsultant$135,573forworkperformedfortheCommittee.Kroger,onmanagement’srecommendation,
retainedtheparentandaffiliatedcompaniesofMercerHumanResourceConsultingtoprovideotherservices
for Kroger in 2012, for which Kroger paid $2,541,660. These other services primarily related to insurance
claims(forwhichKrogerwasreimbursedbyinsurancecarriersasclaimswereadjusted),insurancebrokerage
and bonding commissions, and pension consulting. Kroger also made payments to affiliated companies for
insurance premiums that were collected by the affiliated companies on behalf of insurance carriers, but these
amounts are not included in the totals referenced above, as the amounts were paid over to insurance carriers
for services provided by those carriers. Although neither the Committee nor the Board expressly approved the
otherservices,aftertakingintoconsiderationtheNYSE’sindependencestandards,theCommitteedetermined
thatthe consultantis independent because(a)hewasfirst engaged by the Committeebefore he became
associated with Mercer; (b) he works exclusively for the Committee and not for our management; (c) he
doesnotbenefitfromtheotherworkthatMercer’sparentandaffiliatedcompaniesperformforKroger;and
(d)neithertheconsultantnortheconsultant’steamperformanyotherservicesonbehalfofKroger.
BO A R D O V E R S I G H T O F E N T E R P R I S E R I S K
While risk management is primarily the responsibility of Kroger’s management team, the Board of
Directorsisresponsiblefortheoverallsupervisionofourriskmanagementactivities.TheBoard’soversightof
thematerialrisksfacedbyKrogeroccursatboththefullBoardlevelandatthecommitteelevel.
The Board’s Audit Committee has oversight responsibility not only for financial reporting of Kroger’s
major financial exposures and the steps management has taken to monitor and control those exposures,
butalsofortheeffectivenessofmanagement’sprocessesthatmonitorandmanagekeybusinessrisksfacing
Kroger,aswellas the major areasofrisk exposure and management’seffortstomonitorandcontrolthat
exposure.TheAuditCommitteealsodiscusseswithmanagementitspolicieswithrespecttoriskassessment
andriskmanagement.
Management, including Kroger’s Chief Ethics and Compliance Officer, provides regular updates
throughouttheyeartotherespectivecommitteesregardingthemanagementoftheriskstheyoversee,and
eachofthesecommitteesreportsonrisktothefullBoardateachregularmeetingoftheBoard.
In addition to the reports from the committees, the Board receives presentations throughout the year
fromvariousdepartmentandbusinessunitleadersthatincludediscussionofsignificantrisksasnecessary.At
each Board meeting, the Chairman and CEO addresses matters of particular importance or concern, including
anysignificantareasofriskthatrequireBoardattention.Additionally,throughdedicatedsessionsfocusing
entirely on corporate strategy, the full Board reviews in detail Kroger’s short- and long-term strategies, including
consideration of significant risks facing Kroger and their potential impact. The independent directors, in
executive sessions led by the Lead Director, address matters of particular concern, including significant areas
ofrisk,thatwarrantfurtherdiscussionorconsiderationoutsidethepresenceofKrogeremployees.
Webelievethatourapproachtoriskoversight,asdescribedabove,optimizesourabilitytoassessinter-
relationshipsamongthevariousrisks,makeinformedcost-benefitdecisions,andapproachemergingrisksina
proactivemannerforKroger.WealsobelievethatourriskstructurecomplementsourcurrentBoardleadership
structure, as it allows our independent directors, through the five fully independent Board committees, and