Rayovac 2010 Annual Report Download - page 97

PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by Item 401 of Regulation S-K concerning the directors of Spectrum Brands
Holdings, Inc. (“SB Holdings”) and the nominees for re-election as directors of SB Holdings at the Annual
Meeting of Shareholders to be held on March 1, 2011 (the “2011 Annual Meeting”) is incorporated herein by
reference from the disclosure which will be included under the caption “PROPOSAL NUMBER 1—ELECTION
OF DIRECTORS” in SB Holdings’ definitive Proxy Statement relating to the 2011 Annual Meeting (the “SB
Holdings Definitive Proxy Statement”), which will be filed not later than 120 days after the end of SB Holdings’
fiscal year ended September 30, 2010.
Audit Committee Financial Expert and Audit Committee
The information required by Items 407(d)(4) and 407(d)(5) of Regulation S-K is incorporated herein by
reference from the disclosure which will be included under the caption “MEETINGS AND COMMITTEES OF
THE BOARD—Committees of the Board—Audit Committee” in the SB Holdings Definitive Proxy Statement.
Section 16(a) Beneficial Ownership Reporting Compliance
The information required by Item 405 of Regulation S-K is incorporated herein by reference from the
disclosure which will be included under the caption “SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE” in the SB Holdings Definitive Proxy Statement.
Code of Ethics
We have adopted the Code of Ethics for the Principal Executive Officer and Senior Financial Officers, a
code of ethics that applies to our Chief Executive Officer, Chief Financial Officer and other senior finance
organization employees. The Code of Ethics for the Principal Executive Officer and Senior Financial Officers is
publicly available on our website at www.spectrumbrands.com under “Investor Relations—Corporate
Governance.” We intend to disclose amendments to, and, if applicable, waivers of, this code of ethics on that
section of our website.
We have also adopted the Spectrum Brands Code of Business Conduct and Ethics, a code of ethics that
applies to all of our directors, officers and employees. The Spectrum Brands Code of Business Conduct and
Ethics is publicly available on our website at www.spectrumbrands.com under “Investor Relations—Corporate
Governance.” Any amendments to this code of ethics or any waiver of this code of ethics for executive officers
or directors may be made only by our Board of Directors as a whole or our Audit Committee and will be
promptly disclosed to our shareholders via that section of our website.
ITEM 11. EXECUTIVE COMPENSATION
Report of the Compensation Committee of the Board of Directors
The information required by Item 407(e)(5) of Regulation S-K is incorporated herein by reference from the
disclosure which will be included under caption “COMPENSATION COMMITTEE REPORT” in SB Holdings
Definitive Proxy Statement.
Compensation Discussion and Analysis
The information required by Item 402 of Regulation S-K is incorporated herein by reference from
disclosures which will be included under the captions “EXECUTIVE COMPENSATION” and “NON-
EMPLOYEE DIRECTOR COMPENSATION” in SB Holdings Definitive Proxy Statement.
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