|
|
 | | | |
- close
- close
- close
- close
This excerpt taken from the FL DEF 14A filed Apr 9, 2009. A director is considered independent under the rules of the The New York Stock Exchange if he or she has no material or immaterial relationship to the Company that would impair his or her independence. In addition to the independence criteria established by The New York Stock Exchange, the Board of Directors has adopted categorical standards to assist it in making its independence determinations regarding individual members of the Board. These categorical standards are contained in the Corporate Governance Guidelines, which are posted on the Company’s corporate web site at http://www.footlocker-inc.com/IR_index.htm. The Board of Directors has determined that the following categories of relationships are immaterial for purposes of determining whether a director is independent under the listing standards adopted by The New York Stock Exchange. 10
Categorical Relationship
Description
Investment Relationships with the Company
A director and any family member may own equities or other securities of the Company.
Relationships with Other Business Entities
A director and any family member may be a director, employee (other than an executive officer), or beneficial owner of less than 10 percent of the
shares of a business entity with which the Company does business, provided that the aggregate amount involved in a fiscal year does not exceed the
greater of $1,000,000 or 2 percent of either that entity’s or the Company’s annual consolidated gross revenue.
Relationships with Not-for-Profit Entities
A director and any family member may be a director or employee (other than an executive officer or the equivalent) of a not-for-profit organization
to which the Company (including the Foot Locker Foundation) makes contributions, provided that the aggregate amount of the Company’s
contributions in any fiscal year do not exceed the greater of $1,000,000 or 2 percent of the not-for-profit entity’s total annual receipts. The Board of Directors, upon the recommendation of the Nominating and Corporate Governance Committee, has determined that the following directors are independent under the rules of The New York Stock Exchange because they have no material or immaterial relationship to the Company that would
impair their independence:
Nicholas DiPaolo
James E. Preston
Alan D. Feldman
David Y. Schwartz
Jarobin Gilbert Jr.
Cheryl Nido Turpin
Matthew M. McKenna
Dona D. Young Christopher A. Sinclair served as a director of the Company during 2008 until the end of his term on May 21, 2008. The Board determined, upon the recommendation of the Nominating and Corporate Governance Committee, that Mr. Sinclair was independent under the rules of The New York Stock Exchange
through the end of his term as a director because he had no material or immaterial relationship to the Company that would impair his independence. In making its decisions on independence, the Board of Directors considered the following relationships between the Company and organizations with which the current members of our Board are affiliated:
•
Nicholas DiPaolo, Jarobin Gilbert Jr., Matthew M. McKenna, David Y. Schwartz, and Cheryl Nido Turpin are non-employee directors of companies with which Foot Locker does business. The Board has determined that each of these relationships meets the categorical standard for Relationships with Other
Business Entities and are immaterial for determining independence.
Dona D. Young was a non-employee director during 2008 of a company with which Foot Locker did business. The Board has determined that Mrs. Young’s relationship met the categorical standard for Relationships with Other Business Entities and was immaterial for determining independence. • Matthew M. McKenna is affiliated with a not-for-profit institution to which the Company made payments in 2008. The Board has determined that Mr. McKenna’s relationship meets the 11
categorical standard for Relationships with Not-for-Profit Entities and is immaterial for determining independence.
• The Board of Directors, upon the recommendation of the Nominating and Corporate Governance Committee, has determined that Matthew D. Serra is not independent because Mr. Serra is an executive officer of the Company. The Board of Directors has determined that all members of the Audit Committee, the Compensation and Management Resources Committee and the Nominating and Corporate Governance Committee are independent as defined under the listing standards of The New York Stock Exchange and the director
independence standards adopted by the Board. This excerpt taken from the FL DEF 14A filed Apr 10, 2008. A director is considered independent under the rules of the The New York Stock Exchange if he or she has no material or immaterial relationship to the Company that would impair his or her independence. In addition to the independence criteria established by The New York Stock Exchange, the Board of Directors has adopted categorical standards to assist it in making its independence determinations regarding individual members of the Board. These categorical standards are contained in the Corporate Governance Guidelines, which are posted on the Company’s corporate web site at http://www.footlocker-inc.com/IR_index.htm. The Board of Directors has determined that the following categories of relationships are immaterial for purposes of determining whether a director is independent under the listing standards adopted by The New York Stock Exchange. 10
Categorical Relationship
Description
Investment Relationships with the Company
A director and any family member may own equities or other securities of the Company.
Relationships with Other Business Entities
A director and any family member may be a director, employee (other than an executive officer), or beneficial owner of less than 10 percent of the shares of a business entity with which the
Company does business, provided that the aggregate amount involved in a fiscal year does not
exceed the greater of $1,000,000 or 2 percent of either that entity’s or the Company’s annual
consolidated gross revenue.
Relationships with Not-for-Profit Entities
A director and any family member may be a director or employee (other than an executive officer or the equivalent) of a not-for-profit organization to which the Company (including the Foot
Locker Foundation) makes contributions, provided that the aggregate amount of the Company’s
contributions in any fiscal year do not exceed the greater of $1,000,000 or 2 percent of the not-
for-profit entity’s total annual receipts. The Board of Directors, upon the recommendation of the Nominating and Corporate Governance Committee, has determined that the following directors are independent under the rules of The New
York Stock Exchange because they have no material or immaterial relationship to the Company that would impair their independence:
Nicholas DiPaolo
David Y. Schwartz
Alan D. Feldman
Christopher A. Sinclair
Jarobin Gilbert Jr.
Cheryl Turpin
Matthew M. McKenna
Dona D. Young
James E. Preston Purdy Crawford and Philip H. Geier Jr. served as directors of the Company during 2007 until their retirement on May 30, 2007. The Board determined, upon the recommendation of the Nominating
and Corporate Governance Committee, that both Mr. Crawford and Mr. Geier were independent under the rules of The New York Stock Exchange through their retirement because they had no material
or immaterial relationship to the Company that would impair their independence. In making its decisions on independence, the Board of Directors considered the following relationships between the Company and organizations with which the current and retired members of our
Board are affiliated:
•
Matthew M. McKenna was an executive officer of PepsiCo, Inc. through December 31, 2007. Our direct-to-customers business had an internet marketing arrangement with a division of PepsiCo and a
third party in 2007. We indirectly received from the PepsiCo division approximately $637,500 under this arrangement in 2007. In addition, we paid a division of PepsiCo approximately $80,000 in 2007
for products sold through our catalogs. The Board has determined that this relationship was immaterial and would not impair Mr. McKenna’s independence because the amounts involved are not
material to either company and the transactions were conducted in the ordinary course of business. • David Y. Schwartz, Cheryl Turpin, and Dona D. Young are non-employee directors of companies with which Foot Locker does business. The Board has determined that Mr. 11
Schwartz’s, Ms. Turpin’s, and Mrs. Young’s relationships meet the categorical standard for Relationships with Other Business Entities and are immaterial for determining independence. • Purdy Crawford, who retired from the Board in May 2007, is counsel to the Toronto law firm of Osler, Hoskin & Harcourt LLP (“OH&H”), a firm that has provided legal services to the Company. Mr.
Crawford advised the Company that, while OH&H provided him with an office and administrative support, the firm provided him with no remuneration in 2007. The Board has determined that Mr.
Crawford was independent because he received no direct compensation from OH&H, he was not an employee, equity partner, or manager of OH&H, and he was not involved in the provision of services
to the Company. • Philip H. Geier Jr., who retired from the Board in May 2007, is a member of the Board of Trustees of a not-for-profit organization to which the Company and the Foot Locker Foundation made
contributions in 2007. The Board has determined that Mr. Geier’s relationship meets the categorical standard for Relationships with Not-for-Profit Entities and is not material for determining
independence. • The Board of Directors, upon the recommendation of the Nominating and Corporate Governance Committee, has determined that Matthew D. Serra is not independent because Mr. Serra is an
executive officer of the Company. The Board of Directors has determined that all members of the Audit Committee, the Compensation and Management Resources Committee and the Nominating and Corporate Governance
Committee are independent as defined under the listing standards of The New York Stock Exchange and the director independence standards adopted by the Board. | EXCERPTS ON THIS PAGE:
RELATED TOPICS for FL: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| |||||||
