Chiquita

Investor Relations > Governance > Related Persons Transactions Policy

Investor Relations

Adopted April 5, 2007

CHIQUITA BRANDS INTERNATIONAL, INC.
RELATED PERSON TRANSACTIONS POLICY

This Related Person Transactions Policy has been adopted by the Board of Directors of Chiquita Brands International, Inc. This policy is designed to assist the company in complying with its obligations to report related person transactions in accordance with the rules of the Securities and Exchange Commission.

A. Definitions.

"Related Person" - A Related Person is a person who is, or at any time since the beginning of the company's last fiscal year was, a director, executive officer or nominee to become a director of the company; a beneficial owner of more than 5% of any class of the company's voting securities; or any of the foregoing persons' immediate family members (including children, stepchildren, parents, stepparents, spouses, siblings, parents in-law, sons and daughters-in-law, brothers and sisters-in-law and any person (other than a tenant or employee) sharing the household of a director, executive officer, nominee or greater than 5% beneficial owner).

"Related Person Transaction" - A Related Person Transaction is a Transaction, other than a Permitted Transaction, in which (a) the company (including any of its consolidated subsidiaries) was, is or will be a participant, (b) for purposes of this policy, the amount involved exceeds $100,000 and (c) any Related Person had, has or will have a direct or indirect material interest.

"Transaction" - A Transaction includes any commercial, employment, financial, charitable or other transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) or any series of similar transactions, arrangements or relationships.

"Permitted Transaction" - A Permitted Transaction is any of the transactions involving a Related Person that is identified on Exhibit 1 to this policy, each of which shall be deemed pre-approved by the audit committee.

B. General Policy.

It is the general policy of the company to prohibit any Related Person Transaction in which the amount involved exceeds $120,000 unless the audit committee determines that such Transaction is conducted on terms that are fair to the company. All such Related Person Transactions must be reviewed and approved by the audit committee in accordance with this policy.

C. Responsibilities of Related Persons.

Any director, executive officer or nominee for director of the company who proposes to enter into a Related Person Transaction, or who becomes aware of an unapproved Related Person Transaction, shall notify the company's Law Department (attn: General Counsel) of such proposal or transaction and, to the extent known, provide the Law Department all of the information required under Section (D)(1) of this policy, as well as any other information requested by the Law Department. Upon receiving such notification, the Law Department shall be responsible for obtaining such additional information as deemed necessary or appropriate (including information, as appropriate, from the company's finance and human resources departments, business units or the Chiquita Foundation), for determining whether the proposed or unapproved Related Person Transaction requires audit committee consideration and, if so, for presenting the Transaction to the audit committee for consideration in accordance with this policy.

It shall be the responsibility of the Law Department to review Transactions between the company and any person known to be the beneficial owner of more than 5% of any class of the company's voting securities to determine if such person had, has or will have a material interest in any proposed or unapproved Related Person Transaction requiring audit committee consideration. If the Law Department shall make any such determination, it shall present the Transaction to the audit committee for consideration in accordance with this policy.

D. Audit Committee Approval of a Transaction with a Related Person.

In order for the audit committee to approve a Related Person Transaction:

The audit committee must be satisfied that it has been fully informed as to the direct and indirect interests, relationships and conflicts or potential conflicts present in the proposed Transaction, specifically including:
- the Related Person's name and relationship to the company;
- a complete description of the proposed Transaction, including both economic and non-economic features, and a copy of any proposed written agreement governing the Transaction;
- the nature of the Related Person's direct or indirect interest in the Transaction; and
- the Related Person's relationship to or ownership interest in any other party to, or which has an interest in, the Transaction.
The audit committee must determine that, being fully apprised of the above, it believes, nonetheless, the Transaction is fair to the company and, if necessary, the company has developed an appropriate plan to manage any conflicts or potential conflicts of interest.

In the event an audit committee member or his or her immediate family member is a Related Person with respect to a proposed Transaction presented to the audit committee, such audit committee member shall not participate in the determination whether to approve the proposed Transaction.

E. Timing and Process; Ratification.

Any Related Person Transaction requiring audit committee approval pursuant to this policy should be presented to the audit committee before it is entered into by the company.

In the event that the company enters into a Related Person Transaction that has not received prior approval by the audit committee in accordance with this policy, or a Transaction that was not originally a Related Person Transaction requiring audit committee approval becomes a Related Person Transaction requiring audit committee approval, the audit committee must review such Transaction promptly and may ratify such Transaction if it determines that (i) there is a compelling business or legal reason for the company to continue with the Transaction, (ii) the Transaction is fair to the company and (iii) any failure to comply with the pre-approval requirements of this policy was not due to fraud or deceit.

If the Law Department receives notification or becomes aware of a proposed or unapproved Related Person Transaction requiring audit committee approval or ratification and determines that it is not practical or desirable to delay approval or ratification until the next audit committee meeting, the Law Department shall submit the Transaction to the chair of the audit committee, to whom authority to act between audit committee meetings is hereby delegated, for approval or ratification. In the event the chair of the audit committee or his or her immediate family member is a Related Person with respect to the Transaction, the Law Department shall submit the Transaction to another member of the audit committee, to whom authority to act between audit committee meetings with respect to any such Transactions is hereby delegated, for approval or ratification. The chair or other member of the audit committee, as the case may be, shall report to the audit committee, at its next meeting, any action under this policy pursuant to this delegated authority.

F. Notification.

The Law Department shall be responsible for ensuring that this policy is distributed periodically to all executive officers, directors, nominees for director and beneficial owners of more than 5% of any class of the company's voting securities. Such Related Persons shall also be notified that they are responsible for informing their immediate family members and entities in which they have a direct or indirect material interest of, and their obligations under, this policy.

Exhibit 1

Permitted Transactions

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.
Any employment relationship or transaction involving an executive officer of the company and any related compensation solely resulting from that employment relationship or transaction if (1) the compensation from the transaction is reported by the company pursuant to Item 402 in the company's annual report on Form 10-K or proxy statement or (2) the executive officer is not an immediate family member, the compensation would have been reported under Item 402 in the company's annual report on Form 10-K or proxy statement if the executive officer were a "named executive officer" and the compensation was approved, or recommended to the company's board of directors for approval, by the company's compensation committee.
Any transaction with another entity in which the Related Person'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.
Any indebtedness of a Related Person 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.
Any indebtedness transaction between the company and a beneficial owner of more than 5% of any class of the company's voting securities or an immediate family member of such beneficial owner, provided that the beneficial owner or family member is not an executive officer, director or director nominee of the company or an immediate family member thereof.
Any transaction where the rates or charges are determined by competitive bids.
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.
Any transaction involving services as a bank depositary of funds, transfer agent, registrar, trustee under a trust indenture or similar services.
Any transaction where the Related Person'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.