Kroger 2015 Annual Report Download - page 18
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16
The Board and each of its committees conduct an annual self-evaluation to determine whether the
Board is functioning effectively at each level. As part of this annual self-evaluation, the Board assesses
whether the current leadership structure continues to be appropriate for Kroger and its shareholders.
The Guidelines provide the flexibility for the Board to modify our leadership structure in the future as
appropriate. We believe that Kroger, like many U.S. companies, has been well-served by this flexible
leadership structure.
Committees of the Board of Directors
To assist the Board in undertaking its responsibilities, and to allow deeper engagement in certain
areas of company oversight, the Board has established five standing committees: Audit, Compensation,
Corporate Governance, Financial Policy and Public Responsibilities. All committees are composed
exclusively of independent directors, as determined under the NYSE listing standards. The current
charter of each Board committee is available on our website at ir.kroger.com under Corporate
Governance – Committee Composition.
Name of Committee, Number of
Meetings, and Current Members Committee Functions
Audit Committee
Meetings in 2015: 5
Members:
Ronald L. Sargent, Chair
Anne Gates
Susan J. Kropf
Susan M. Phillips
Bobby S. Shackouls
• Oversees the Company’s financial reporting and accounting
matters, including review of the Company’s financial
statements and the audit thereof, the Company’s financial
reporting and accounting process, and the Company’s systems
of internal control over financial reporting
• Selects, evaluates and oversees the compensation and work
of the independent registered public accounting firm and
reviews its performance, qualifications, and independence
• Oversees and evaluates the Company’s internal audit function,
including review of its audit plan, policies and procedures and
significant findings
• Oversees risk assessment and risk management, including
review of legal or regulatory matters that could have a
significant effect on the Company
• Reviews and monitors the Company’s compliance programs,
including the whistleblower program
Compensation Committee
Meetings in 2015: 5
Members:
Clyde R. Moore, Chair
Jorge P. Montoya
Susan M. Phillips
James A. Runde
• Recommends for approval by the independent directors the
compensation of the CEO, and determines the compensation
of other senior management and directors
• Administers the Company’s executive compensation policies
and programs, including determining grants of equity awards
under the plans
• Has sole authority to retain and direct the committee’s
compensation consultant
• Assists the full Board with senior management succession
planning