Board Independence

Our Board of Directors has determined that a majority of the members of our Board of Directors are independent as defined by NASDAQ, and that our Audit Committee and Compensation Committee include only independent directors.

Our Company is a “controlled company” as defined by NASDAQ because the family of our late founder Fred R. Adams, Jr., consisting of our Chairman Dolph Baker and his spouse and her three sisters (who are Mr. Adams’ four daughters), beneficially own, directly or indirectly, in the aggregate capital stock of the Company entitling them to a majority of the total voting power of the Company. Because we are a “controlled company” we are exempt from NASDAQ’s requirements that a majority of a listed company’s directors be independent and that a compensation committee and nominating committee of the Board composed solely of independent directors be established. Although our Company is exempt, we nevertheless have a majority independent Board and a Compensation Committee consisting solely of independent directors. Our Nominating Committee consists of a majority of independent directors, and Dolph Baker serves as Chair of the committee.

Our Audit Committee consists entirely of independent directors in accordance with NASDAQ and SEC requirements.

The Company is also subject to NASDAQ listing standards that require the independent directors of the Board to have regularly scheduled meetings at which only independent directors are present. Such meetings were held following each regular meeting of the Board during the last fiscal year.

Additional information regarding our Board and Board committees can be found in our annual proxy statements filed with the SEC.

Code of Ethics and Business Conduct

We have adopted a broad Code of Ethics and Business Conduct which guides the activities of our directors, officers, and employees. A link to the Code appears below.

Ethics & Compliance Reporting

We are committed to a culture of the highest values and standards of ethics. We view this as a critical part of our success. We encourage any employee or other stakeholder to report, anonymously if desired, potential violations of law, our Code of Ethics and Business Conduct, Company policies, or accounting/auditing/internal controls policies or procedures to ethics@cmfoods.com. 

Corporate Governance Documents

Second Amended and Restated Certificate of Incorporation

Composite Bylaws

Audit Committee Charter 

Compensation Committee Charter

Code of Ethics and Business Conduct

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