Harris Teeter 2010 Annual Report Download - page 88

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In addition, the perquisites and personal benefits received by Alan T. Dickson included $38,051, related to
personal use of the Company’s aircraft, and benefits of $306, related to International SOS travel services.
(4) Mr. Alan T. Dickson was a member of the Board of Directors only during part of Fiscal 2010 as he did not
stand for re-election at the Annual Meeting of Shareholders held on February 18, 2010.
The Board of Directors held four (4) meetings during Fiscal 2010. Each director attended at least 75% of the
aggregate number of meetings of the Board of Directors and all committees of the Board of Directors on which
they served during Fiscal 2010, except for Mr. Robert H. Spilman, Jr., who attended 60% of such aggregate number
of meetings of the Board and its committees on which he served.
Committees of the Board of Directors
As of October 3, 2010, the Company’s Board of Directors had the following standing committees: (i) the Audit
Committee, whose current members are Harold C. Stowe (Chair), John P. Derham Cato, Anna Spangler Nelson,
Isaiah Tidwell and William C. Warden, Jr.; (ii) the Compensation Committee, whose current members are James
E. S. Hynes (Chair), John R. Belk, John P. Derham Cato and Bailey W. Patrick; and (iii) the Corporate Governance
& Nominating Committee, whose current members are Robert H. Spilman, Jr. (Chair), Anna Spangler Nelson, Isaiah
Tidwell and William C. Warden, Jr. Included herein is a description of each committee of the Board of Directors.
Audit Committee: The Audit Committee discharges the Board of Director’s responsibility relating to the
oversight of (i) the integrity of the financial statements and internal controls of the Company, (ii) the compliance
by the Company with legal and regulatory requirements, (iii) the outside auditor’s independence and qualifications,
and (iv) the performance of the Company’s internal audit function and outside auditors. The Audit Committee,
among other things, is responsible for the appointment, compensation and oversight of the independent auditors
and reviews the financial statements, audit reports, internal controls and internal audit procedures. Each member
of the Audit Committee has been determined to be an independent director, in accordance with the independence
requirements of the Securities and Exchange Commission and the New York Stock Exchange. The Audit Committee
was established in accordance with Section 3(a)(58)A of the Exchange Act. The Audit Committee met seven (7)
times during Fiscal 2010.
Compensation Committee: The Compensation Committee assesses the Company’s overall compensation
programs and philosophies. Among other things, it and the Chairman of the Corporate Governance & Nominating
Committee approve the goals and objectives relevant to the Chief Executive Officer’s compensation and recommend
to the independent members of the Board of Directors for their approval, the salary, incentive compensation and
equity compensation of the Chairman of the Board of Directors, President and Chief Executive Officer. In addition,
the Compensation Committee recommends to the Board of Directors for its approval, the salaries, incentive
compensation and equity compensation for other executive officers. The Compensation Committee also reviews
the salaries and incentive compensation for other Company officers and key employees of the Company’s
subsidiaries other than the executive officers of the Company. In addition, the Compensation Committee approves
the annual bonus criteria under the Ruddick Corporation Cash Incentive Plan, the Addendum to the Ruddick
Corporation 2002 Comprehensive Stock Option and Award Plan (the “Addendum”) and, if approved by the
shareholders, the Ruddick Corporation 2011 Incentive Compensation Plan. The Compensation Committee grants
restricted stock to the employees of the Company and its subsidiaries, other than the executive officers of the
Company, pursuant to the Company’s equity incentive plans and reports such actions to the Board of Directors.
The Compensation Committee may delegate any of its powers or duties to the chairperson of the Compensation
Committee or any subcommittee, other than as prohibited by law. Each member of the Compensation Committee
has been determined to be an independent director, in accordance with the independence requirements of the New
York Stock Exchange. The Compensation Committee met two (2) times during Fiscal 2010. For more information
see the “Report of the Compensation Committee” appearing elsewhere in this Proxy Statement.
Corporate Governance & Nominating Committee: The Corporate Governance & Nominating Committee
identifies, reviews, evaluates and recommends nominees for the Board of Directors. In addition, the Corporate
Governance & Nominating Committee monitors and evaluates the performance of the directors, individually and
collectively. The Corporate Governance & Nominating Committee also reviews and makes recommendations to
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