Sound corporate governance practices are an important part of our foundation and tradition. We have many longstanding policies and practices, and we have also added measures to further strengthen our foundation. Our corporate governance practices include the following:
- Other than our Chief Executive Officer, none of our directors are, or ever have been, employed by the Company.
- Directors and executive officers are committed to owning stock in ConAgra Foods. As part of that commitment directors and executive officers can sell ConAgra Foods stock only if they continue to meet their stock retention guidelines.
- We do not permit loans to directors or executive officers.
- We do not re-price stock options, and never have.
- Our Audit / Finance Committee is comprised of independent directors, all of whom meet the requirements to be an audit committee financial expert as defined by the Securities and Exchange Commission.
- Our Human Resources Committee is comprised of independent directors who annually review and evaluate the Chief Executive Officer's performance and compensation.
- Our Nominating, Governance and Public Affairs Committee is comprised of independent directors who establish the corporate governance principles for ConAgra Foods and propose to the Board the nominees to be elected at each stockholders' meeting.
- Non-employee directors routinely meet in executive session without management present.
- The Chairman of the Board, Steve Goldstone, is an independent director who is not an executive of the Company.
- Our Audit / Finance Committee has the authority to retain and replace our independent auditors.
- The lead partner of the independent public accounting firm that audits ConAgra Foods' books is rotated at least every five years.
- We encourage our employees to own ConAgra Foods stock, however our retirement plans are structured so that employees can diversify their holdings.
- Our Code of Conduct is our commitment to our longstanding standards for ethical business practices. Our Code of Conduct, as well as our Code of Ethics for Senior Corporate Officers, is published on our website.
- Our governance principles are published on our website. The principles include guidelines for determining director independence, qualifications for directors (including a director retirement age), an annual evaluation of the Chief Executive Officer, annual director evaluations and an annual Board and Board committee self-evaluation.
- The charter for each committee of the Board is also published on the website.