Strategic Review Committee charter

Content pages: 
Content: 

Committee Members:

Andrew Ferrier

Paul Fribourg – Chair

Gregory Heckman

Kathleen Hyle

Henry W. “Jay” Winship

Mark Zenuk

 

Purpose

The Strategic Review Committee has been established by the Board in connection with the execution of (a) the Cooperation Agreement, dated as of October 31, 2018, among the Company, D. E. Shaw Valence Portfolios, L.L.C. and D. E. Shaw Oculus Portfolios, L.L.C. (such funds collectively, the “D. E. Shaw Parties”), and (b) the Cooperation Agreement, dated as of October 31, 2018, among the Company, Continental Grain Company (“CGC”) and Paul Fribourg (such agreements, collectively, the “Cooperation Agreements”).  The Committee’s purpose is to conduct a strategic review of the business of the Company and make recommendations to the Company’s Chief Executive Officer (“CEO”) and thereafter to the Board with respect to the strategic direction of the Company, its businesses and opportunities, in order to enhance shareholder value.

Committee Composition

  1. Members.  The Committee shall consist of six members.  The members of the Committee shall be designated in accordance with the terms of the Cooperation Agreements.
  2. Qualifications.  A majority of the members of the Committee shall meet the criteria for independence required by the New York Stock Exchange for listed U.S. companies.
  3. Chair.  The Chair of the Committee shall be appointed in accordance with the terms of the Cooperation Agreements.
  4. Removal and Replacement.  Any vacancies on the Committee caused by members of the Committee designated by the D. E. Shaw Parties and CGC being unable or unwilling to serve as a director for any reason shall be filled in accordance with the Cooperation Agreements.  All other members of the Committee may be removed or replaced, and any other vacancies on the Committee shall be filled, by the Board (excluding any New Directors (as such term is defined in the Cooperation Agreements)).

Committee Meetings

  1. Meetings.  The Chair of the Committee, in consultation with the Committee members, shall determine the schedule and frequency of the Committee meetings; provided, that, to the greatest extent possible, meetings will be held to accommodate all of the Committee members’ availability; and provided, further, that at least five (5) calendar days’ prior written notice of any meeting shall be given by the Chair of the Committee to each Committee member.  Meetings of the Committee may be held in person or by conference call.  The Committee shall meet as often as it deems necessary to fulfill its responsibilities.
  2. Quorum; Voting.  A majority of the members of the Committee shall represent a quorum of the Committee, and, if a quorum is present, any action approved by at least a majority of the members present shall represent the valid action of the Committee.
  3. Agenda.  The Chair of the Committee shall develop and set the Committee’s agenda, in consultation with the other members of the Committee, the Board, and the CEO and Chief Financial Officer (“CFO”) (or either of their respective designees selected for such purposes).  The agenda and, to the extent practical, information concerning the business to be conducted at each Committee meeting shall be provided to the members of the Committee in advance of each meeting.  Additionally, the agenda concerning the business to be conducted at each Committee meeting shall be circulated to all Board members in advance of the meeting.
  4. Attendance by Other Directors.  Any director who is not a member of the Committee may, in his or her discretion, attend and participate in one or more meetings (or portions thereof) of the Committee.
  5. Report to the Board.  The Committee shall report to the Board regularly and make available to the Board the minutes of its meetings.
  6. Performance Evaluation; Assessment of Charter.  The Committee shall annually conduct a performance evaluation and shall report to the Board the results of the evaluation.  The Committee shall review and assess the adequacy of this Charter annually and recommend any changes to the Board.

Authority and Duties

  1. The Committee shall review and evaluate the Company’s business and financial strategies and growth opportunities and make recommendations to the Board in respect thereof.
  2. The Committee shall review and evaluate, at least quarterly, the Company’s performance relative to its business and financial strategies and growth opportunities and work with the CEO and the CFO to address any shortfalls therein.
  3. The Committee shall review and make recommendations to the CEO and thereafter to the Board regarding the Company’s cash flow, capital expenditures and financing requirements.
  4. The Committee shall review and make recommendations to the CEO and thereafter to the Board regarding potential material mergers, acquisitions, divestitures and other key strategic transactions outside the ordinary course of the Company’s business (“Corporate Strategic Transactions”).
  5. The Committee shall assist the Board with the evaluation of bona fide proposals from unaffiliated third parties that could reasonably be expected to result in Corporate Strategic Transactions.
  6. The Committee shall review and make recommendations to the CEO and thereafter to the Board on financing for Corporate Strategic Transactions.
  7. Any two members of the Committee may make requests for information, records, documents and analyses (including any requests for members of the management of the Company to be present in the Committee’s meetings) that are reasonably related to the Committee’s purpose to assist it in the performance of its duties.  Such requests shall be made in writing, and directed to and coordinated with the Chair of the Committee.  Thereafter, the Chair of the Committee shall coordinate any such requests with the CEO or the CFO (or either of their respective designees selected for such purposes), who shall provide any such information, records, documents and analyses as promptly as reasonably practicable and to all members of the Committee at the same time.
  8. If a majority of the members of the Committee determine that it is desirable that the Company engage outside counsel, experts, professional advisors or consultants to assist the Committee in the performance of its duties, then the Chair of the Committee shall consult with the CEO on the potential recommendation for such outside counsel, experts, professional advisors or consultants.  Thereafter, the Chair of the Committee shall make any request for outside counsel, experts, professional advisors or consultants in writing and shall direct it to the Board for consideration.  Only the Board shall have the authority to approve the engagement and fees of any such outside counsel, experts, professional advisors and consultants.  Notwithstanding the foregoing, if a majority of the members of the Committee determine that it is desirable that the Committee (i) consult with outside counsel, experts, professional advisors or consultants already engaged as of such time by the Company or (ii) retain a nationally-recognized management consulting firm with expertise in agribusiness and/or food industries matters, then the Committee shall be authorized to consult or retain such professional advisors, as the case may be, at the expense of the Company.  The Committee shall have the authority to approve the retention terms of any such management consulting firm. 
  9. The Committee shall not (i) be entitled or empowered to authorize, approve, adopt, ratify, negotiate, or otherwise take any action with respect to any transaction, agreement, offer, proposal, arrangement or otherwise, whether preliminary or definitive, or (ii) have or exercise any authority to approve any action of the Company or any of its subsidiaries.
  10. The Committee shall not have the authority or power to create or delegate authority to any subcommittees.
  11. The Committee shall not report its findings and recommendations publicly or to any person or entity other than the CEO and the Board.

The foregoing list of authorities and duties is not exhaustive, and the Committee may, in addition, perform any other functions it may find necessary or appropriate in furtherance of the Committee’s purpose (subject to the limitations set forth above).

Adopted:  October 31, 2018