Chiquita

Investor Relations > Governance > Governance Standards and Policies of the Board of Directors

Investor Relations

Revised March 31, 2010

CHIQUITA BRANDS INTERNATIONAL, INC.

Categorical Standards for Director Independence

In accordance with the Board of Directors Governance Standards and Policies and New York Stock Exchange rules, the Board will affirmatively determine, at least annually, that each of its "independent directors" has no material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company).

To assist in this determination, the Board established the following categorical standards.

1. Relationships Precluding Independence
The following relationships would preclude a finding of independence:

A. The director is, or has been within the last three years, an employee of the Company, or an immediate family member is, or has been within the last three years, an executive officer of Chiquita. Employment as an interim Chairman or Chief Executive Officer or other executive officer shall not disqualify a director from being considered independent following that employment.
B. The director has received, or has an immediate family member who has received, during any twelve-month period within the last three years, more than $100,000 in direct compensation from the Company, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service).
C. The director or an immediate family member has the following relationships with the Company's internal or external auditor: (i) the director or an immediate family member is a current partner of a firm that is the Company's internal or external auditor; (ii) the director is a current employee of such a firm; (iii) the director has an immediate family member who is a current employee of such a firm and who personally worked on the Company's audit; or (iv) the director or an immediate family member was within the last three years (but is no longer) a partner or employee of such a firm and personally worked on the Company's audit within that time.
D. The director or an immediate family member is, or has been within the last three years, employed as an executive officer of another company where any of Chiquita's present executive officers at the same time serves or served on that company's compensation committee.
E. The director is a current employee, or an immediate family member is a current executive officer, of a company that has made payments to, or received payments from, Chiquita for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million, or 2% of such other company's consolidated gross revenues.

2. Relationships and Transactions Not Precluding Independence
The following relationships and transactions would not be deemed material in the evaluation of independence:

A. Business relationships where a director (or an immediate family member) is a director, officer, employee or significant stockholder of an entity with which the Company has ordinary course business dealings that do not cross the bright-line tests in Section 1E. above and where the director (or immediate family member) is not directly responsible for or involved in the entity's business dealings with the Company.
B. Business relationships where a director (or an immediate family member) is a director, officer, employee or significant stockholder of an entity with which the Company has a commercial banking or lending, investment banking, or insurance brokerage relationship or where actuarial or trustee services for benefit plans or transfer agency services are performed by such entity, in each case, that does not cross the bright-line tests in Section 1E. above and where the director (or immediate family member) is not directly responsible for or involved in the entity's business dealings with the Company.
C. Charitable donations or pledges by the Company or the Chiquita Foundation to a charitable organization of which a director serves as an executive officer, director, trustee (or has served in such capacity within the last three years) in any single fiscal year from the Company or the Chiquita Foundation to the organization that do not exceed the greater of $150,000, or 2% of such organization's consolidated gross revenues (excluding Company matches of non-executive employee charitable contributions).
D. Membership in, or association with, the same professional association, social, educational, fraternal or religious organization, club or institution, as an executive officer or another director of the Company.
E. Service on the board of another company at which an executive officer or another director of the Company also serves as a board member, except as set forth in Section 1D. above.
F. Employment of a director by another company, or service on the board of another company by a director, where the independent auditor for such other company is also the independent auditor for the Company.
G. The permitted transactions included in Exhibit A attached hereto.

For purposes of these categorical standards:
- "immediate family member" includes a person's spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law, and anyone (other than domestic employees) who shares such person's home.
- "Company" or "Chiquita" means Chiquita Brands International, Inc. and its subsidiaries.

Exhibit 1

Permitted Transactions

(1) Any compensation paid to a director that is reported pursuant to Item 402 of Regulation S-K of the Securities and Exchange Commission under the Securities Exchange Act of 1934 ("Item 402") in the company's annual report on Form 10-K or proxy statement.
(2) Any transaction with another entity in which the director's or immediate family member's interest arises only from his or her position as a director of the entity or from the ownership (together with other Related Persons) of less than a 10% equity interest in the entity or from both.
(3) Any indebtedness of a director or immediate family member to the company for purchases of goods and services subject to usual trade terms, for ordinary business travel and expense payments and for other transactions in the ordinary course of business.
(4) Any indebtedness transaction with a beneficial owner of more than 5% of any class of the company's voting securities.
(5) Any transaction involving the rendering of services as a common or contract carrier, or public utility, at rates or charges fixed in conformity with law or governmental authority.
(6) Any transaction involving services as a bank depositary of funds, transfer agent, registrar, trustee under a trust indenture or similar services where the director does not receive a direct or indirect benefit as an employee of the company providing such services or where the transaction does not exceed $1 million or 2% of such organization's consolidated gross revenue.
(7) Any transaction where the director's or immediate family member's interest arises solely from the ownership of the company's common stock and all holders of the common stock received the same benefit on a pro rata basis.