In 2007 Institutional Shareholder Services ranked Campbell's governance practices as outperforming 95.4 percent of the companies in the S&P 500 and 99.1 percent of the companies in the Food, Beverage & Tobacco group.
Maintaining High Standards of Corporate Governance
Board of Directors
Campbell's commitment to responsible corporate citizenship and the sustainable, long-term growth of our business begins with our Board of Directors. The Board consists of 14 independent members and one company executive, our CEO, Doug Conant. Board operations are managed by an independent, non-executive Chairman.
Our Board believes that diversity in the backgrounds and perspectives of our directors contributes to sound corporate governance. Currently, three of our directors are women, one director is from India and one director is African-American. All directors must stand for election each year. There are no predetermined term limits for board members, but no person may stand for election to the Board after age 72. For their service, directors receive annual fees equal to the median director compensation paid by peer food and consumer products companies. Approximately 50 percent of each director's fee is paid in cash and 50 percent is paid in common stock. Director stock ownership requirements have existed at Campbell since 1993. Currently, our directors beneficially own more than 44 percent of our company's common stock.
Our company has a long history of excellence in corporate governance. Campbell's Corporate Governance Standards, first published in our proxy statement in 1992, are reviewed annually by the Governance Committee and approved by the Board. The Governance Standards currently provide for four standing committees of the Board: Audit, Compensation and Organization, Finance and Corporate Development, and Governance. Since 1993 the Board has maintained a formal self-evaluation process.
In 2006 the Board approved and the company implemented a continuing education program that provides eight hours of instruction for directors on topics relevant to the company and to directors' fiduciary responsibilities. During a portion of every Board meeting, directors confer in an executive session closed to members of management.
In fiscal 2007 the Board convened seven times and all directors attended more than 86 percent of scheduled Board meetings and the sessions of the committees on which they served.
Public Policy
Campbell participates in public policy discussions at the local, state and national levels on issues relevant to our business. We also contribute to public dialogue on policy issues through our memberships in food industry trade organizations such as the Grocery Manufacturers of America (GMA), the Food Marketing Institute (FMI), the Confederation of Food and Drink Industries of the European Union (CIAA), the Food and Consumer Products Association of Canada (FCPC) and the Australian Food and Grocery Council (AFGC). We are committed to transparency in our interactions with government agencies and officials, and express our views candidly. Campbell's lobby disclosure reports are filed with the appropriate state and federal authorities under the U.S. Lobby Disclosure Act (LDA) and are available for review over the internet at www.senate.gov/legislative/ Public_Disclosure/LDA_reports.htm.
In the U.S., our company does not endorse any individual political party or candidate, but we do encourage voluntary political activity by our employees. Through Campbell's Political Action Committee (PAC), a segregated fund that is affiliated with the company, our employees can contribute funds to political candidates and organizations that are engaged in issues important to our company, such as food manufacturing standards and worker safety. Recipients of contributions made by the Campbell PAC are publicly reported in accordance with federal law. To view Campbell PAC's disclosures of contributions and expenditures with the Federal Election Commission (FEC), visit www.fec.gov/finance/ disclosure/disclosure_data_search.shtml.
