KKD » Topics » Board Committees

This excerpt taken from the KKD DEF 14A filed Dec 20, 2006.
Board Committees
 
The Board of Directors has established an Audit Committee, Compensation Committee and Governance Committee to which it has assigned certain responsibilities in connection with the management of Krispy Kreme’s affairs. The Board of Directors designates the members of these committees. The Board of Directors has adopted written charters for each of these committees setting forth the roles and responsibilities of each committee. Specifically, our Audit Committee Charter is available on our website at: http://www.krispykreme.com/audit_charter.pdf, our Compensation Committee Charter is available on our website at: http://www.krispykreme.com/comp_charter.pdf and our Governance Committee Charter is available on our website at: http://www.krispykreme.com/gov_charter.pdf. Each of these documents is available in print to any shareholder who requests it by sending a written request to Krispy Kreme Doughnuts, Inc., 370 Knollwood Street, Suite 500, Winston-Salem, North Carolina 27103, Attention: Secretary.
 
Audit Committee.  The purposes for which the Audit Committee was established include assisting the oversight by the Board of Directors of the integrity of our financial statements, compliance with legal and regulatory requirements, the qualifications and independence of our independent registered public accounting firm, and the performance of our internal audit function and independent registered public accounting firm. As part of its responsibilities, the Audit Committee annually appoints Krispy Kreme’s independent registered public accounting firm and approves all fees and other compensation paid to them. Mary Davis Holt, William T. Lynch, Jr., Andrew J. Schindler and Robert S. McCoy, Jr., Chairman, are the current members of the Audit Committee. The Board of Directors has determined that each Audit Committee member is “independent” under the current rules of the Securities and Exchange Commission, and financially literate within the meaning of the listing standards of the NYSE and that Mr. McCoy, Chairman of the Audit Committee, is an “audit committee financial expert” under the current rules of the Securities and Exchange Commission. The Audit Committee meets the definition of an audit committee as set forth in Section 3(a)(58)(A) of the Securities Exchange Act of 1934 (the “Exchange Act”). The Audit Committee held 7 meetings during fiscal 2006. See “Report of the Audit Committee.”
 
Compensation Committee.  The responsibilities of the Compensation Committee include determining the compensation of our Chief Executive Officer and making recommendations to the Board of Directors with respect


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to the compensation of our other executive officers and other key members of management. James H. Morgan, Robert L. Strickland and Togo D. West, Jr., Chairman, are the current members of the Compensation Committee, and the Board of Directors has determined that each such member is “independent” under the listing standards of the NYSE. The Compensation Committee held 9 meetings during fiscal 2006. See “Report of the Compensation Committee on Executive Compensation.”
 
Governance Committee.  The responsibilities of the Governance Committee include identifying individuals qualified to become members of the Board of Directors consistent with criteria approved by the Board of Directors, recommending to the Board of Directors the director nominees for the next Annual Meeting of shareholders or any special meeting of shareholders and filling vacancies or newly-created directorships that may occur between such meetings, overseeing the evaluation of the Board of Directors and management, and developing and recommending to the Board of Directors the corporate governance guidelines applicable to Krispy Kreme. The Governance Committee serves as the nominating committee of the Board of Directors. Mary Davis Holt, William T. Lynch, Jr., Robert S. McCoy, Jr., James H. Morgan, Andrew J. Schindler, Togo D. West, Jr. and Robert L. Strickland, Chairman, are members of the Governance Committee. The Board of Directors has determined that each such member is “independent” under the listing standards of the NYSE. The Governance Committee held 8 meetings during fiscal 2006.
 
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