The Kroger Company was founded in 1883 by Barney Kroger and is headquartered in Cincinnati, OH. Total full time employment is approximately 334,000 employees. David B. Dillon has been the Chief Executive Officer of Kroger Company since June 26, 2003. Mr. Dillon served as the President and Chief Operating Officer of The Kroger Company from June 26, 2000 to June 26, 2003. Mr Dillion also serves as the chairman of the Kroger Company Board of Directors. The Board is comprised of 14 individuals (2 from Kroger and 12 from outside companies). W. Rodney McMullen, the other Kroger employee on the Board, currently serves as President and Chief Operating Officer. J. Michael Schlotman serves as the Chief Financial Officer. Of the 14 Board members, two of the members are female. The Kroger Company Board does include independent directors. The following is a statement from the Board's Guidelines on Issues of Corporate Governance and discusses the composition of the Board. The substantial majority of directors will be independent of the Company's management. An independent director is one who has never held a position as officer of the Company or any of its subsidiaries, has no significant business or personal interest connected with the Company, and who meets the definition of “independent” under the NYSE listing standards. A retired officer of the Company or one of its subsidiaries who continues to serve as a director will be considered an outside director but not an independent director. Ownership of at least that number of shares required under the stock ownership policy described in paragraph 25 of these Guidelines is required and will not impair the independent status of a director.
Another excerpt taken from the Guidelines: The Kroger Co. Board of Directors serves the Company's shareholders and other constituencies by its direction of corporate policy; its election of the chief executive and other officers; and its continuing oversight of management.
Here is the link to the entire Guidelines on Issues of Corporate Governance. From reading these guidelines it appears that the Board is very involved with its oversight of Kroger management.
http://www.thekrogerco.com/documents/GuidelinesIssues.pdf
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