Harris Teeter 2011 Annual Report Download - page 82

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Mr. Dickson, is an employee of the Company, all of the other directors are independent, and all of the committees
of the Board of Directors are comprised solely of independent directors. The Board of Directors believes that its
current leadership structure enhances Mr. Dickson’s ability to provide insight and direction on important strategic
initiatives simultaneously to both management and the independent directors.
Role in Risk Oversight
As the Company’s principal governing body, the Board of Directors has the ultimate responsibility for
overseeing the Company’s risk management practices. The Board of Directors has delegated certain risk
management functions to its committees.
Pursuant to the Audit Committee Charter, one of the primary roles and responsibilities of the Audit Committee
is to assist the Board of Directors with the oversight of: (1) the integrity of the financial statements and internal
controls of the Company, (2) the compliance by the Company with legal and regulatory requirements, (3) the outside
auditor’s independence and qualifications, and (4) the performance of the Company’s internal audit function and
outside auditors. Under the Audit Committee Charter, the Audit Committee will, among other responsibilities
and duties:
•Review with the outside auditor and management, as appropriate, significant financial reporting issues
and judgments identified by management or the outside auditor and made in connection with the
preparation of the Company’s financial statements;
•Review with the outside auditor and management, major issues identified by management or the outside
auditor regarding the Company’s accounting and auditing principles and practices, including critical
accounting policies, and major changes in auditing and accounting principles and practices suggested by
the outside auditor, internal auditor or management; and
•Consult with the outside auditor and management concerning the Company’s internal controls, including
any significant deficiencies and significant changes in internal controls, and review management’s and
the outside auditor’s reports on internal control over financial reporting.
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