Harris Teeter 2011 Annual Report Download - page 80

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owned subsidiary until November 2011. 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. The Company’s sole operating
subsidiary, Harris Teeter, maintains a code of ethics tailored to its business. The Code of Ethics and Code of Conduct
are available on the Company’s website previously referenced under the “Corporate Governance” caption. 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 — Election of Directors”.
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.
Director Attendance at Annual Meeting
The Company believes that the Annual Meeting is an opportunity for shareholders to communicate directly
with the Company’s directors. Consequently, each director is encouraged to attend the Annual Meeting of
Shareholders. All of the Company’s directors attended the 2011 Annual Meeting of Shareholders.
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