Harris Teeter 2009 Annual Report Download - page 87

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13
CORPORATE GOVERNANCE MATTERS
Corporate Governance Guidelines and Committee Charters
In furtherance of its longstanding goal of providing effective governance of the Company’s business and
affairs for the benefit of shareholders, the Board of Directors of the Company has approved Corporate Governance
Guidelines. The Corporate Governance Guidelines contain general principles regarding the functions of the
Company’s Board of Directors. The Corporate Governance Guidelines are available on the Company’s website
at www.ruddickcorp.com and print copies are available to any shareholder that requests a copy. In addition,
committee charters for the Company’s Audit Committee, Compensation Committee and Corporate Governance
& Nominating Committee are also included on the Company’s website and print copies are available to any
shareholder that requests a copy.
Director Independence
For a director to be considered independent under the listing standards of the New York Stock Exchange, the
Board of Directors must affirmatively determine that the director has no direct or indirect “material relationship”
with the Company, other than as a director. In accordance with the New York Stock Exchange listing standards,
the Board of Directors has adopted categorical standards to assist it in making independence determinations. The
categorical standards set forth below and available on the Company’s website at www.ruddickcorp.com, specify
certain relationships that may exist between the Company and a director, each of which is deemed not to be a
“material relationship” and therefore will not, alone, prevent a director from being considered “independent”.
• Prior Employment. The director was an employee of the Company or one of its operating subsidiaries,
or his or her immediate family member was an executive officer of the Company, and over five years
have passed since such employment ended.
• Prior Relationship with the Company’s Auditors. A director or immediate family member was an
employee or partner of the Company’s independent auditor, and over three years have passed since
such employment, partner or auditing relationship ended.
• Current Employment. An immediate family member of a director is employed by the Company,
one of its operating subsidiaries or another entity in a non-officer position, or by the Company’s
independent auditor not as a partner and not participating in the firm’s audit, assurance or tax
compliance practice.
• Interlocking Directorships. A director was employed, or his or her immediate family member was
employed, as an executive officer of another company, during a time in which any of the Company’s
executive officers served on that other company’s compensation committee, and over three years
have passed since such service or employment relationship ended.
• Business Relationships. A director was an executive officer or an employee, or his or her immediate
family member was an executive officer, of another company that made payments to, or received
payments from, the Company or its operating subsidiaries for property or services in an amount
which, in each of the preceding three fiscal years, was less than the greater of $1 million, or 2% of
such other company’s consolidated gross revenues.
• Charitable Contributions. A director was an executive officer of a charitable organization that
received contributions from the Company or its operating subsidiaries in an amount which, in each
of the preceding three fiscal years, was less than the greater of $1 million, or 2% of such charitable
organization’s consolidated gross revenues.
After considering these categorical standards, the listing standards of the New York Stock Exchange
and all other relevant facts and circumstances, including commercial or charitable relationships between the
directors and the Company, the Board of Directors has determined that all of its members meet the Company’s
categorical independence standards, meet the independence requirements of the New York Stock Exchange
and are independent except for Alan T. Dickson and Thomas W. Dickson. In connection with its independence