Harris Teeter 2011 Annual Report Download - page 75

Committees of the Board of Directors
As of October 2, 2011, the Company’s Board of Directors had the following standing committees: (i) the Audit
Committee, whose current members are Harold C. Stowe (Chair), John R. Belk, Bailey W. Patrick, Isaiah Tidwell
and William C. Warden, Jr.; (ii) the Compensation Committee, whose current members are James E. S. Hynes
(Chair), John P. Derham Cato,Anna Spangler Nelson and William C. Warden, Jr.; and (iii) the Corporate Governance
& Nominating Committee, whose current members are Robert H. Spilman, Jr. (Chair), John R. Belk, Anna Spangler
Nelson and Isaiah Tidwell. 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 2011.
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 independent members of 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 Company’s cash and equity incentive plans, including the
Ruddick Corporation Cash Incentive Plan, the Ruddick Corporation 2011 Incentive Compensation Plan (as
amended or supplemented, the “2011 Plan”), which was approved by the shareholders at the Annual Meeting of
Shareholders held on February 17, 2011, and prior to the approval thereof, the Addendum to the Ruddick
Corporation 2002 Comprehensive Stock Option and Award Plan (“Addendum”). 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.
For Fiscal 2011, the Compensation Committee directly engaged a compensation consultant from Mercer
Human Resource Consulting (“Mercer”) to advise the Committee regarding market practices and general guidelines
for equity grant compensation for key employees, including the NEOs (as defined in “Compensation Discussion
& Analysis”). The Company paid that consultant $24,500 for work performed for the Compensation Committee.
The Company, on management’s recommendation, separately retained Mercer and an affiliated company of Mercer
(the “Affiliate”) to provide other services for the Company in Fiscal 2011, for which the Company paid $514,472.
These other services primarily related to health and welfare consulting, insurance consulting, insurance brokerage
and surety bonding. The Company also made payments to the Affiliate for insurance premiums that were collected
by the Affiliate on behalf of insurance carriers, but these amounts are not included in the totals referenced above,
as the amounts were paid over to insurance carriers for services provided by those carriers. Since the engagements
relating to the other services are long-standing engagements entered into by the Company and unrelated to the
compensation consultant, neither the Committee nor the Board expressly approved such other services. The
compensation consultant who provided executive compensation advice to the Compensation Committee worked
exclusively for the Compensation Committee and not for the Company in connection with the other services or
otherwise.
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
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