Harris Teeter 2012 Annual Report Download - page 84

Company and its business during his long tenure on the Board, his corporate governance knowledge acquired during
his tenure as a member of the Corporate Governance & Nominating Committee, his experience on other boards,
and his business experience as an executive of another company.
Currently, Thomas W. Dickson serves as Chairman of the Board and Chief Executive Officer. 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, with consultation of the Lead Independent Director, 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.
The Board of Directors also believes that its Lead Independent Director position effectively balances any risk
of concentration of authority that may exist with a combined Chairman of the Board and Chief Executive Officer
position. Furthermore, the Board of Directors believes that this practice is appropriate in light of the fact that
currently only one of the directors, Mr. Dickson, is an employee of the Company, all of the other directors are
independent, and that 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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