Harris Teeter 2012 Annual Report Download - page 82

(“A&E”), which was sold on November 7, 2011. The Board of Directors’ categorical standards for determining
director independence are also available on the Company’s Website.
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 Lead Independent Director (which position is described below under “Lead Independent Director”) 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 and Chief Executive Officer, Executive Vice President 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. The Code of Ethics and Code of
Conduct are available on the Company’s Website 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 Lead Independent Director, 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:
Harris Teeter Supermarkets, Inc. Board of Directors, c/o Secretary of the Corporation, 701 Crestdale Road,
Matthews, North Carolina 28105. 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.
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 2012 Annual Meeting of Shareholders.
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