Harris Teeter 2009 Annual Report Download - page 88

14
evaluation, the Board of Directors considered the transactions involving the Company and Mr. Spilman.
Mr. Spilman is the President and Chief Executive Officer of Bassett Furniture Industries, which is a customer
of American & Efird, Inc., a subsidiary of the Company. The Board of Directors’ categorical standards for
determining director independence are also available on the Company’s website previously referenced.
Audit Committee Financial Expert
The Board of Directors has determined that at least one member of the Audit Committee, Harold C. Stowe,
is an audit committee financial expert. Mr. Stowe is “independent” as that term is defined in the New York Stock
Exchange Listed Company Manual.
Executive Sessions of Non-Management Directors
Non-management directors meet without management present at regularly scheduled executive sessions.
In addition, to the extent that, from time to time, the group of non-management directors includes directors
that are not independent, at least once a year there is a scheduled executive session including only independent
directors. The Chairman of the Corporate Governance & Nominating Committee presides over meetings of the
non-management or independent directors. Shareholders and other interested parties may communicate directly
with any of the directors, including the independent or non-management directors as a group, by following
the procedures set forth herein under the caption “Shareholder and Interested Party Communications with
Directors.”
Code of Ethics and Code of Business Conduct and Ethics
The Company has adopted a written Code of Ethics (the “Code of Ethics”) that applies to the Company’s
Chairman of the Board of Directors, President and Chief Executive Officer, Vice President-Finance and Chief
Financial Officer and Vice President and Treasurer. The Company has also adopted a Code of Business Conduct
and Ethics (the “Code of Conduct”) that applies to all employees, officers and directors of the Company as well
as any subsidiary company officers that are executive officers of the Company. Each of the Company’s operating
subsidiaries maintains a code of ethics tailored to their businesses. The Code of Ethics and Code of Conduct are
available on the Company’s website previously referenced under the “Corporate Governance” caption, and print
copies are available to any shareholder that requests a copy. Any amendments to the Code of Ethics or Code of
Conduct, or any waivers of the Code of Ethics or any waiver of the Code of Conduct for directors or executive
officers, will be disclosed on the Company’s website promptly following the date of such amendment or waiver.
Information on the Company’s website, however, does not form a part of this Proxy Statement.
Majority Vote Policy for Director Elections
The Company’s Corporate Governance Guidelines provide that if a director receives a Majority Withheld
Vote, that he or she will, with no further action, immediately resign from the Board of Directors, effective upon
acceptance of the resignation by the Board of Directors. Abstentions and broker non-votes are not considered
“withheld” votes. Please see the discussion of the Majority Withheld Vote policy contained in Proposal 1.
Shareholder and Interested Party Communications with Directors
Shareholders and other interested parties may communicate directly with the entire Board of Directors,
any committee of the Board of Directors, the Chair of any committee, any individual director, the independent
or non-management directors, as a group, or any other group of directors by writing to: Ruddick Corporation
Board of Directors, c/o Secretary of the Corporation, 301 S. Tryon Street, Suite 1800, Charlotte, North Carolina
28202. Each such communication should specify the applicable addressee(s). The Company’s Board of Directors
has instructed the Secretary to forward these communications to the addressee, and if no specific addressee is
listed, to the Chairman of the Board of Directors.