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 is ultimately responsible for ensuring the company’s performance is based on strong ethical practices. 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 a lead director to be held by an independent director. The board also has several committees – audit, compensation, governance and contingency. More information can be found about our board structure in the 2010 Proxy.
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 the corporation’s 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
Our corporate governance guidelines require that a substantial majority of the company’s directors be independent. The 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. The Board of Directors has adopted standards to assist it in making the annual determination of each director’s independence status. These Director Independence Standards are consistent with the NYSE listing standards. The Director Independence Standards are posted on www.hormelfoods.com under “Investors – Corporate Governance.” A director will be 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 our board members to 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 conducts a self-evaluation. Stock ownership guidelines help to ensure the interests of directors and executives are aligned with the interests of the stockholders. The formal corporate governance policy is available on our corporate website at www.hormelfoods.com.
Open Communication with Stakeholders
We welcome feedback on our corporate responsibility performance and reporting from our stakeholders. In addition, we offer interested parties the opportunity to communicate with the Board of Directors. All communications, whether signed or anonymous, are directed to the chair of one of the committees based on the subject matter of the communication to the nonemployee directors.