Kroger 2013 Annual Report Download - page 51
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TheCommittee(ortheChair)willapproveonlythoseRelatedPersonTransactionsthatarein,orare
not inconsistent with, the best interests of Kroger and its shareholders, as the Committee (or the Chair)
determinesingoodfaithinaccordancewithitsbusinessjudgment.
No director will participate in any discussion or approval of a Related Person Transaction for which he
orshe,oranimmediatefamilymember(asdefinedabove),isaRelatedPersonexceptthatthedirectorwill
provideallmaterialinformationabouttheRelatedPersonTransactiontotheCommittee.
C . D I S C L O S U R E
Kroger willdiscloseall Related PersonTransactionsinKroger’s applicable filingsas requiredbythe
SecuritiesActof1933,theSecuritiesExchangeActof1934andrelatedrules.
AU D I T C O M M I T T E E R E P O R T
TheprimaryfunctionoftheAuditCommitteeistorepresentandassisttheBoardofDirectorsinfulfilling
itsoversightresponsibilitiesregardingtheCompany’sfinancialreportingandaccountingpracticesincluding
the integrity of the Company’s financial statements; the Company’s compliance with legal and regulatory
requirements;theindependentpublicaccountants’qualificationsandindependence;theperformanceofthe
Company’sinternalauditfunctionandindependentpublicaccountants;andthepreparationofthisreport
thatSECrulesrequirebeincludedintheCompany’sannualproxystatement.TheAuditCommitteeperforms
thisworkpursuanttoawrittencharterapprovedbytheBoardofDirectors.TheAuditCommitteecharter
mostrecentlywasrevisedduringfiscal2012andisavailableontheCompany’swebsiteatir.kroger.com.The
Audit Committee has implemented procedures to assist it during the course of each fiscal year in devoting the
attention that is necessary and appropriate to each of the matters assigned to it under the Committee’s charter.
The Audit Committee held five meetings during fiscal year 2013. The Audit Committee meets separately
withtheCompany’sinternalauditorandPricewaterhouseCoopersLLP,theCompany’sindependentpublic
accountants, without management present, to discuss the results of their audits, their evaluations of the
Company’s internal controls over financial reporting, and the overall quality of the Company’s financial
reporting.TheAuditCommitteealsomeetsseparatelywiththeCompany’sChiefFinancialOfficerandGeneral
Counsel when needed. Following these separate discussions, the Audit Committee meets in executive session.
ManagementoftheCompanyisresponsibleforthepreparationandpresentationoftheCompany’sfinancial
statements, the Company’s accounting and financial reporting principles and internal controls, and procedures
that are designed to provide reasonable assurance regarding compliance with accounting standards and
applicablelawsandregulations.TheindependentpublicaccountantsareresponsibleforauditingtheCompany’s
financial statements and expressing opinions as to the financial statements’ conformity with generally accepted
accounting principles and the effectiveness of the Company’s internal control over financial reporting.
In the performance of its oversight function, the Audit Committee has reviewed and discussed
with management and PricewaterhouseCoopers LLP the audited financial statements for the year ended
February 1, 2014, management’s assessment of the effectiveness of the Company’s internal control over
financialreportingasofFebruary1,2014,andPricewaterhouseCoopers’evaluationoftheCompany’sinternal
control over financial reporting as of that date. The Audit Committee has also discussed with the independent
public accountants the matters that the independent public accountants must communicate to the Audit
CommitteeunderapplicablerequirementsofthePublicCompanyAccountingOversightBoard.
With respect to the Company’s independent public accountants, the Audit Committee, among other
things, discussed with PricewaterhouseCoopers LLP matters relating to its independence and has received
the written disclosures and the letter from the independent public accountants required by applicable
requirements of the Public Company Accounting Oversight Board regarding the independent public
accountants’ communications with the Audit Committee concerning independence. The Audit Committee
hasreviewedandapprovedinadvanceallservicesprovidedtotheCompanybyPricewaterhouseCoopersLLP.
The Audit Committee annually reviews PricewaterhouseCoopers LLP’s independence and performance
inconnectionwiththeAuditCommittee’sresponsibilityfortheappointmentandoversightoftheCompany’s
independentpublicaccountants.TheAuditCommitteeconsiders,amongotherthings,PricewaterhouseCoopers
LLP’s historical and recent performance on the Company’s audit, including an internal survey of their service