Albertsons : Corporate Governance Guidelines (Corporate Governance Guidelines 5 20 25)
ACI
Published on 06/13/2025 at 12:30
The Board of Directors (the "Board") of Albertsons Companies, Inc. (the "Company") has adopted the following Guidelines (the "Guidelines") to assist the Board in the exercise of its responsibilities and to serve the best interests of the Company and its stockholders. These Guidelines should be interpreted in the context of all applicable laws and the Company's Certificate of Incorporation, Bylaws and other corporate governance documents. The Guidelines are subject to modification from time to time by the Board.
The responsibility of the Board is to oversee the Company's business and affairs, and to exercise reasonable business judgment on behalf of the Company in the interest and for the benefit of the Company's stockholders. To that end, the Board shall have the following responsibilities, among other things:
overseeing the conduct of the Company's business, including evaluating whether the business is being properly managed;
reviewing and, where appropriate, approving the Company's major financial objectives, plans and actions;
selecting and evaluating a well-qualified Chief Executive Officer of high integrity;
electing a Chair of the Board or Co-Chairs of the Board (each referred to herein as the "Chair") and/or a Lead Director;
reviewing and, where appropriate, approving actions to be undertaken by the Company that would make a material change in the financial structure or control of the Company, the acquisition or disposition of any businesses or asset(s) material to the Company or the entry of the Company into any major new line of business;
regularly evaluating the performance of the Chief Executive Officer and, with the advice of the Chief Executive Officer, the other executive officers of the Company;
planning for succession with respect to the position of Chief Executive Officer and reviewing management's succession planning for the other executive officers; and
ensuring that the Company's business is conducted with the highest standards of ethical conduct and in conformity with the Company's Code of Business Conduct and Ethics and applicable laws and regulations.
The Board has delegated to the Chief Executive Officer, working with the other executive officers of the Company, the authority and responsibility for managing the business of the Company in a manner consistent with the standards of the Company, and in accordance with any specific directions of the Board.
In addition, the Board recognizes that the long-term interests of stockholders may be advanced by responsibly addressing the concerns of other stakeholders, including associates/employees, customers, suppliers, partners, government, local communities and the public at large.
The Governance, Compliance and ESG Committee is responsible for recommending to the Board (1) director nominees for election to the Board at the annual meeting of stockholders and
(2) director candidates to fill any vacancies on the Board. In evaluating the suitability of individual Board member candidates, the Governance, Compliance and ESG Committee takes into account many factors, including experience in corporate governance (such as an officer or former officer of a publicly-held company), experience as a board member of another publicly-held company, familiarity with the Company, expertise in a specific area of the Company's operations, expertise in financial markets, education and professional background and existing commitments to other businesses, including other boards of directors. Each candidate nominee must also possess fundamental qualities of intelligence, honesty, demonstrated character and good judgment, high ethics and standards of integrity, fairness and responsibility. Furthermore, independent directors must meet the independence requirements of the New York Stock Exchange ("NYSE") and, as applicable, the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the Internal Revenue Code (the directors who meet such independence requirements, "Independent Directors").
In evaluating any nomination, the Governance, Compliance and ESG Committee seeks to achieve a balance of knowledge, experience and capability on the Board.
In determining whether to recommend a director for re-election, the Governance, Compliance and ESG Committee also considers the director's past attendance at meetings and participation in and contributions to the activities of the Board.
The Governance Committee will consider candidates recommended by current directors, management, third party search firms engaged by the Governance Committee, and stockholders. All candidates, including candidates recommended by stockholders, are evaluated on the basis of the same criteria.
A majority of the Board must consist of Independent Directors, but shall not be required to do so for as long as the Company is a "controlled company" as defined in Section 303A of the
NYSE Listed Company Manual (the "Listed Company Manual") or as permitted by any applicable transition period.
The Board and the Governance, Compliance and ESG Committee will review annually the relationships that each director has with the Company (either directly or as a director, partner, stockholder or officer of an organization that has a relationship with the Company). Following such annual review, only those directors who meet the qualifications prescribed under the listing standards of the NYSE, and, as applicable, the Exchange Act and the Internal Revenue Code, will be considered Independent Directors.
The Board will elect annually the Chair, who may be the Company's Chief Executive Officer or another member of management. In the event the Chair is a member of management, the Board shall also elect annually a Lead Director ("Lead Director"), who shall be a non-management director. The Chair shall perform all of the duties regularly performed by a chair of the board. The Lead Director's duties will include:
Presiding at all meetings of the Board at which the Board's Chair is not present, including executive sessions of the non-management directors;
If the Chair is a member of management, serving as a liaison between the Chair and the non-management directors;
Approving and including information sent to the Board and working to ensure that the directors have information necessary to perform their duties;
Approving agendas for meetings of the Board and its committees (if the Lead Director directs that an item(s) be included on the agenda, such item(s) will be included);
Approving schedules for Board meetings to assure that there is sufficient time for discussion of all agenda items;
Having the authority to call meetings of the non-management directors;
Recommending to the Chair the retention of consultants, as necessary, who report directly to the Board;
Coordinating, developing the agenda for, and moderating executive sessions of the Board's non-management directors;
Evaluating, along with the members of the Compensation Committee and the Board, the performance of the Chief Executive Officer, and meeting with the Chief Executive Officer to discuss the Board's evaluation;
Providing input to the Governance, Compliance and ESG Committee regarding the membership of Board committees and committee chairs; and
Such other duties and rights as the Board may from time to time authorize.
In performing the duties described above, the Lead Director is expected to consult with and solicit the participation of the chairs of the appropriate Board committees.
The identity of the Chair and/or Lead Director will be set forth in the Company's proxy statement for its annual meeting of stockholders. The Chair or Lead Director shall have the authority to obtain advice and assistance, on behalf of the Board, from internal or external legal, accounting or other advisors.
The Board currently has 11 members. The Board believes the current size is appropriate based on the Company's present circumstances.
Each year at the Company's annual meeting, the stockholders are asked to elect directors. Each year, the Board will recommend a slate of directors for election by the stockholders. In accordance with the Bylaws of the Company, the Board will also be responsible for filling vacancies or newly-created directorships on the Board that may occur between annual meetings of stockholders. The Governance, Compliance and ESG Committee will be responsible for identifying, screening and recommending candidates to the entire Board for Board membership, including potential nominees submitted by stockholders, consistent with the Company's obligation by contract, certificate of incorporation, bylaw or otherwise. The Governance, Compliance and ESG Committee will consider the factors set forth in its charter and in these Guidelines. Stockholders may also nominate directors for election at the Company's annual stockholders meeting by following the provisions set forth in the Bylaws of the Company.
The Governance, Compliance and ESG Committee will preliminarily review each potential candidate's qualifications in light of the Company's standards for overall structure and composition of the Board and the minimum director qualifications, as set forth herein and in the charter of the Governance, Compliance and ESG Committee, and the candidate's independence, as set forth in the NYSE listing standards. If the Committee determines, after a preliminary inquiry, that the potential candidate may be qualified, the Committee will make an investigation and interview the potential candidate, as necessary, to make an informed final determination.
A director who, in an uncontested election, fails to receive the required number of votes for re-election in accordance with the Company's Bylaws will, within five days following the certification of the stockholder vote, tender his or her written resignation to the Chair for consideration by the Governance, Compliance and ESG Committee
The Governance, Compliance and ESG Committee will consider such tendered resignation and, within 45 days following the date of the stockholders' meeting at which the election occurred, will make a recommendation to the Board concerning the acceptance or rejection of such resignation. In determining its recommendation to the Board, the Governance, Compliance and ESG Committee will consider all factors deemed relevant by the members of the Governance,
Compliance and ESG Committee, including, without limitation, the stated reason or reasons why stockholders voted against such director's re-election, the qualifications of the director (including, for example, whether the director serves on the Audit and Risk Committee of the Board as an "audit committee financial expert" and whether there are one or more other directors qualified, eligible, and available to serve on the Audit and Risk Committee in such capacity), and whether the director's resignation from the Board would be in the best interests of the Company and its stockholders.
The Governance, Compliance and ESG Committee also will consider a range of possible alternatives concerning the director's tendered resignation as the members of the Governance, Compliance and ESG Committee deem appropriate, including, without limitation, acceptance of the resignation, rejection of the resignation, or rejection of the resignation coupled with a commitment to seek to address and cure the underlying reasons reasonably believed by the Governance, Compliance and ESG Committee to have substantially resulted in such director failing to receive the required number of votes for re-election.
The Board will take formal action on the Governance, Compliance and ESG Committee's recommendation no later than 75 days following the date of the stockholders' meeting at which the election occurred. In considering the Governance, Compliance and ESG Committee's recommendation, the Board will consider the information, factors, and alternatives considered by the Governance, Compliance and ESG Committee and such additional information, factors, and alternatives as the Board deems relevant.
Following the Board's decision on the Governance, Compliance and ESG Committee's recommendation, the Company, within four business days after such decision is made, will publicly disclose, in a Form 8-K filed with the Securities and Exchange Commission, the Board's decision, together with a full explanation of the process by which the decision was made and, if applicable, the Board's reason or reasons for rejecting the tendered resignation.
No director who, in accordance with these Guidelines, is required to tender his or her resignation, shall participate in the Governance, Compliance and ESG Committee's deliberations or recommendation, or in the Board's deliberations or determination, with respect to accepting or rejecting his or her resignation as a director. If a majority of the members of the Governance, Compliance and ESG Committee fail to receive the required number of votes for re-election, then the independent directors then serving on the Board who were elected at the stockholders' meeting at which the election occurred, and the independent directors, if any, who were not standing for election at such stockholders' meeting, will appoint an ad hoc Board committee from amongst themselves (the "Ad Hoc Committee"), consisting of such number of directors as they may determine to be appropriate, solely for the purpose of considering and making a recommendation to the Board with respect to the tendered resignations. The Ad Hoc Committee shall serve in place of the Governance, Compliance and ESG Committee and perform the Governance, Compliance and ESG Committee's duties for purposes of these Guidelines. Notwithstanding the foregoing, if an Ad Hoc Committee would have been created but fewer than three directors would be eligible to serve on it, the entire Board (other than the individual director whose resignation is being considered) will make the determination to accept or reject the tendered resignation without any recommendation from the Governance, Compliance and ESG Committee and without the creation of an Ad Hoc Committee.
Disclaimer
Albertson's Companies Inc. published this content on June 13, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on June 13, 2025 at 16:29 UTC.