The Hormel Foods Board of Directors consists of 12 members; 10 of whom are independent. The Board of Directors oversees all activities at Hormel Foods and assumes the ultimate responsibility of ensuring that the company’s performance is based on strong ethical practices and aligned with the Code of Ethical Business Conduct. Hormel Foods President and Chief Executive Officer Jeffrey M. Ettinger serves as Chairman of the Board. The Board of Directors has adopted the Hormel Foods Corporate Governance Guidelines, which outline key corporate governance principles. The guidelines establish that a lead director role must be held by an independent director. The board is comprised of several committees – audit, compensation, governance and contingency. More information can be found about our board structure in the 2011 Proxy Statement.
Our Governing Principles
The company’s stockholders elect the members of the Board of Directors each year at the Annual Meeting. The Governance Committee of the Board of Directors is responsible for identifying and recommending individuals qualified to become members of the board; overseeing succession planning for the corporation’s chief executive officer; ensuring personnel resources are being managed responsibly and effectively; and developing and recommending to the Board of Directors a set of corporate governance principles applicable to the company.
Board Independence and Evaluation
The New York Stock Exchange (NYSE) listing standards require that a majority of the Company’s directors be independent and that the audit, compensation and governance committees be comprised entirely of independent directors.
To operate in accordance with the NYSE listing standards, the Board of Directors has created and employed standards to assist in making the annual determination of each director’s independence status. The Director Independence Standards are posted on www.hormelfoods.com under “Investors – Corporate Governance.” A director is considered “independent” if he or she meets the requirements of the Director Independence Standards and the independence criteria in the NYSE listing standards.
In addition to policies outlined in the Hormel Foods Code of Ethical Business Conduct regarding conflicts of interest, we require that our board members submit a letter of resignation if they partake in any action that creates a conflict of interest with the company.
There is an annual self-evaluation of individual committees, and the Board of Directors additionally conducts its own self-evaluation. Stock ownership guidelines help to ensure that the interests of directors and executives are aligned with the interests of the stockholders. The formal corporate governance guidelines are available on our corporate website.
Open Communication with Stakeholders
We welcome feedback from our stakeholders on our corporate responsibility performance and reporting, and we encourage you to voice your opinion on this report. Furthermore, we offer interested parties the opportunity to communicate with the Board of Directors. All communications, whether signed or anonymous, will be directed to the Lead Director or the Chair of one of the committees based on the subject matter of the communication, or to the nonemployee directors or the specified directors, if so addressed.