Essay About Members Of The Board Of Directors And Code Of Business Conduct

Code of Business Conduct and Ethics for Members of the Board of Directors
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CODE OF BUSINESS CONDUCT AND ETHICS
MEMBERS OF THE BOARD OF DIRECTORS
The Board of Directors (the “Board”) of Krispy Kreme Doughnuts, Inc. (the “Company”)
has adopted the following Code of Business Conduct and Ethics (“Code”) for members of the
Board of Directors of the Company, including Emeritus Directors (all such members being
“Directors” under this Code). This Code is intended to focus the Board and each Director on areas
of ethical risk, provide guidance to Directors to help them recognize and deal with ethical issues,
provide mechanisms to report unethical conduct, and help foster a culture of honesty and
accountability. Each Director must comply with the letter and spirit of this Code.
No code or policy can anticipate every situation that may arise. Accordingly, this Code is
intended to serve as a source of guiding principles for Directors. Directors are encouraged to bring
questions about particular circumstances that may implicate one or more of the provisions of this
Code to the attention of the Chairman of the Governance Committee, who may consult with the
General Counsel of the Company, or outside legal counsel as appropriate.
Directors who also serve as officers of the Company should read this Code in conjunction
with the Company’s Code of Business Conduct and Ethics applicable to the Company’s employees.
1. Conflict of Interest.
Directors must avoid any conflicts of interest between the Director and the Company. Any
situation that involves, or may reasonably be expected to involve, a conflict of interest with the
Company, should be disclosed promptly to the Chairman of the Board and the Chairman of the
Governance Committee.
A “conflict of interest” can occur when a Director’s private interest interferes in any way, or
even appears to interfere, with the interests of the Company as a whole. Conflicts of interest can
also arise when a Director, or his or her immediate family member, takes action or has interests that
may make it difficult to serve as a Director of the Company objectively and effectively or receives
improper personal benefits as a result of his or her position as a Director of the Company. For the
purposes of this Code, “immediate family member” means a person’s spouse, parents, children,
siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law, and
anyone who shares such person’s home.
This Code does not attempt to describe all possible conflicts of interest which could
develop. Some of the more common conflicts from which Directors must refrain, however, are set
out below.
• Relationship of Company with third-parties. Directors may not engage in any conduct or
activities that are inconsistent with the Company’s best interests or that disrupt or impair
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the Company’s relationship with any person or entity with which the Company has or
proposes to enter into a business or contractual relationship.
• Compensation from non-Company sources. Directors may not accept compensation (in any
form) for services performed for the Company from any source other than the
Company.
• Gifts. Directors and members of their families may not accept gifts from persons or
entities who deal with the Company in those cases where any such gift has a value
beyond what is normal