Harris Teeter 2011 Annual Report Download - page 81

Download and view the complete annual report

Please find page 81 of the 2011 Harris Teeter annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 116

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116

Process for Nominating Potential Director Candidates
The Corporate Governance & Nominating Committee is responsible for identifying and screening potential
director candidates and recommending qualified candidates to the full Board of Directors for nomination. Director
nominees are recommended to the Board of Directors annually by the Corporate Governance & Nominating
Committee for election by the shareholders. As described in the Company’s Corporate Governance Guidelines,
which are available at the Company’s website previously referenced, nominees for director will be selected on the
basis of outstanding achievement in their personal careers, wisdom, broad experience, integrity, ability to make
independent analytical inquiries, understanding of the business environment and willingness to devote adequate
time to Board of Directors’ duties.
The Corporate Governance & Nominating Committee reviews the background and qualifications of each
nominee to determine such nominee’s experience, competence and character and shall assess such nominee’s
potential contribution to the Board of Directors, taking into account the then-existing composition of the Board
of Directors and such other matters as the Corporate Governance & Nominating Committee deems appropriate.
In addition, while the Company does not have a formal policy on Board of Directors diversity, the Corporate
Governance Guidelines specify that the Board of Directors is committed to diversified membership. The Corporate
Governance & Nominating Committee actively considers such diversity in recruitment and nominations of
directors. The current composition of the Board reflects those efforts.
Nominees recommended by shareholders will be analyzed by the Corporate Governance & Nominating
Committee in the same manner as nominees that are otherwise considered by such committee. Any recommendation
submitted by a shareholder to the Corporate Governance & Nominating Committee must comply in all respects
with Article III, Section 12, of the Company’s Bylaws, which generally requires that such recommendation be in
writing and include the shareholder’s name and address; number of shares of each class of capital stock owned
by the shareholder; the potential candidate’s name, resume´ and biographical information; and any material interest,
direct or indirect, that the shareholder may have in the election of the potential candidate to the Board of Directors.
Article III, Section 12, of the Company’s Bylaws also requires that any such shareholder recommendation be
received by the Company in accordance with the timeframe described under the caption “Shareholder Proposals”.
A copy of the Company’s Bylaws is available upon request to: Ruddick Corporation, 301 South Tryon Street, Suite
1800, Charlotte, North Carolina 28202, Attention: Secretary of the Corporation.
Pursuant to its Charter, the Corporate Governance & Nominating Committee (i) periodically reviews the
Company’s corporate governance principles, including criteria for the selection of Board of Directors members to
insure that the criteria, including diversity, are being addressed appropriately and (ii) conducts an annual assessment
of its performance and of the Charter and recommends changes to the Board of Directors when necessary.
All nominees for election to the Board of Directors have been recommended by the Corporate Governance
& Nominating Committee. All such nominees are current directors standing for re-election.
Board Leadership Structure
Currently, Thomas W. Dickson serves as the Company’s Chairman of the Board, President and Chief Executive
Officer. The Board of Directors does not have a lead independent director. However, as described below in the
section “Corporate Governance Matters—Executive Sessions of Non-Management Directors,” the Chairman of the
Corporate Governance & Nominating Committee, who is an independent director, presides over executive session
meetings of the non-management or independent directors. The Board of Directors believes that Mr. Dickson’s
service as both Chairman of the Board and Chief Executive Officer is in the best interests of the Company and
its shareholders because Mr. Dickson possesses detailed and in-depth knowledge of the issues, opportunities and
challenges facing the Company and its business and is thus best positioned to develop agendas that ensure that the
Board of Directors’ time and attention are focused on the most important matters. The combined positions help
to provide a unified leadership and direction for the Company, enables decisive leadership, ensures clear
accountability, and enhances the Company’s ability to communicate its message and strategy clearly and
consistently to the Company’s shareholders, employees, customers and suppliers. Furthermore, the Board of
Directors believes that this practice is appropriate in light of the fact that currently only one of the directors,
15