Chiquita

Investor Relations > Governance > Food Innovation, Safety & Technology
Committee of the Board of Directors

Investor Relations

April 3, 2008

CHIQUITA BRANDS INTERNATIONAL, INC.

Food Innovation, Safety & Technology
Committee of the Board of Directors

Name
There shall be a committee of the Board called the Food Innovation, Safety & Technology Committee

Primary Purposes
The Committee shall, among its other responsibilities, advise the Board and management on food innovation and food safety issues.

Composition and Selection
The Committee shall consist of no fewer than two members. Members of the Committee and its Chair shall be appointed annually by the Board (upon the recommendation of the Nominating & Governance Committee), which shall have the power to change the membership of the Committee at any time.
At least one member of the Committee shall, in the judgment of the Board, have expertise in one or more fields related to food science and technology. Each member of the Committee shall be an “independent director” as defined in New York Stock Exchange rules.
Director’s fees are the only compensation that a Committee member may receive from the Company.
The Committee may form subcommittees for any purpose and with such power and authority as it deems appropriate.

Meetings
The Committee shall meet as often as it determines necessary to carry out its duties and responsibilities, but not less than two times per year.
A majority of the members of the Committee present in person or by means of conference telephone or other communications equipment shall constitute a quorum. The Committee shall maintain minutes of its meetings. Actions may also be taken without a meeting if all members of the Committee consent thereto in writing (including by e-mail) and the writings and consents are filed with the proceedings of the Committee.

Authority and Responsibilities

Review, evaluate and advise the Board regarding the long-term strategic goals and objectives of the Company’s food innovation and food safety programs.
Assist the Company in making well-informed choices in directing investment into areas related to food innovation and food safety programs.
Monitor and evaluate trends in research and development related to food innovation and food safety.
Prepare and give regular reports to the Board.
Review its performance annually.

Sunset Provision
If the Committee has not fulfilled its objectives within two years from the date of its formation (as assessed by the Board), it shall dissolve.