Rayovac 2005 Annual Report Download - page 75

Download and view the complete annual report

Please find page 75 of the 2005 Rayovac 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 134

  • 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
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134

Ms. Thomas has served as one of our directors
since May 2002. Ms. Thomas most recently served
as Interim Chief Executive Offi cer of The Ocean
Spray Company from November 2002 to April 2003.
Previously, Ms. Thomas was President of Warner-
Lambert Consumer Healthcare, the over-the-counter
pharmaceuticals business of the Warner-Lambert
Company, until its purchase by Pfi zer Inc. in July
2000. From 1993 to 1997, Ms. Thomas was
employed by the Pillsbury Company, serving last as
President of Pillsbury Canada Ltd. Prior to joining
Pillsbury, Ms. Thomas served as Senior Vice
President of Marketing for Nabisco Brands, Inc.
Ms. Thomas serves as a director of the Bank of Nova
Scotia and a privately-held company. Ms. Thomas
is the Chairperson of our Nominating and Corporate
Governance Committee and a member of our
Audit Committee.
Audit Committee Financial Expert
and Audit Committee
Audit Committee Financial Expert. Our Board of
Directors has determined that William P. Carmichael,
Director, is our Audit Committee Financial Expert,
as defi ned under Section 407 of the Sarbanes-Oxley
Act of 2002 and the rules promulgated by the SEC
in furtherance of Section 407. Mr. Carmichael is
independent of our management.
Audit Committee. We have a separately-designated
standing audit committee that was established in
accordance with Section 3(a)(58)(A) of the Exchange
Act for the overall purpose of overseeing our
accounting and fi nancial reporting processes and
audits of our fi nancial statements. The current
members of our Audit Committee are John D. Bowlin,
William P. Carmichael and Barbara S. Thomas.
Section 16(a) Beneficial Ownership
Reporting Compliance
Section 16(a) of the Exchange Act requires our
directors, offi cers and persons who own more than
10% of a registered class of our equity securities to
fi le reports of ownership and changes in ownership
with the SEC. Based solely upon review of Forms 3,
4 and 5 (and amendments thereto) furnished to
us during or in respect of the fi scal year ended
September 30, 2005, we are not aware of any direc-
tor or executive offi cer who has not timely fi led
reports required by Section 16(a) of the Exchange
Act during or in respect of such fi scal year except for
the inadvertent late reporting by John D. Bowlin of
one purchase of stock.
Code of Ethics
We have adopted the Code of Ethics for Principal
Executive Offi cer and Senior Financial Offi cers, a
code of ethics that applies to our Chief Executive
Offi cer, Chief Financial Offi cer and other senior
fi nance organization employees. The Code of Ethics
for Principal Executive Offi cer and Senior Financial
Offi cers is publicly available on our website at www.
spectrumbrands.com under “Investor Relations –
Corporate Governance.” We intend to disclose
substantive amendments to, and, if applicable,
waivers of, this code of ethics on that website.
We have also adopted the Spectrum Brands, Inc.
Code of Business Conduct and Ethics, a code of
ethics that applies to all of our directors, offi cers
and employees. The Spectrum Brands, Inc. Code of
Business Conduct and Ethics is publicly available on
our website at www.spectrumbrands.com under
“Investor Relations – Corporate Governance.” Any
waiver of this code of ethics for executive offi cers
or directors may be made only by our Board of
Directors as a whole or our Audit Committee and
will be promptly disclosed to our shareholders via
that website.
ITEM 12. SECURITY
OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS
AND MANAGEMENT AND
RELATED STOCKHOLDER
MATTERS
The following table sets forth information
regarding benefi cial ownership of our Common Stock
as of December 1, 2005, by:
• each person who is known by us to benefi cially
own more than 5% of the outstanding shares of
our Common Stock (each, a “5% Shareholder”);
• our Chief Executive Offi cer and each of the
other four most highly compensated executive
offi cers serving as of September 30, 2005
(collectively, the “Named Executive Offi cers”);
• each of our directors; and
• all of our directors and executive offi cers
as a group.
Benefi cial ownership is determined in accordance
with the rules of the SEC. Determinations as to the
2005 Form 10-K Annual Report
Spectrum Brands, Inc.
2005 ANNUAL REPORT 55