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Corporate Governance
Jack in the Box Inc. is recognized as a leader for its efforts to enhance shareholder value through increased accountability. According to Institutional Shareholder Services Inc., a provider of corporate governance advisory services, Jack in the Box maintains one of the strongest programs of governance in the country, outperforming more than 99 percent of our industry peers and companies in the S&P 600 Index. In addition, The Corporate Library Board Analyst, an independent investment research firm specializing in corporate governance, awarded Jack in the Box "A" ratings for board effectiveness and best practices - its highest possible grades.
Ratings like those provided by ISS and The Corporate Library may be referenced by insurance brokers and underwriters in establishing relative risk assessments for D&O and other corporate insurance, by executive and board search firms for data and analysis of individual prospects and board best practices, and by corporate consultants, investor relations executives and legal advisors for insight into industry benchmarks and best practices research.
Along with these high ratings, Jack in the Box has received other accolades for its corporate governance program. In March 2002, Investor Relations Magazine honored the governance practices at Jack in the Box as the best among all small-cap companies, which comprises U.S. stocks with a market value of $2.5 billion or less. Among the comments expressed about Jack in the Box by the magazine's survey of more than 1,800 U.S. portfolio managers, securities analysts and retail investors: "Bottom-line orientation and cost conscious." Said another, "They are continually updating and implementing best practices to ensure that shareholders' interests come first." And another, "The company really does believe in increasing shareholder value."
To help ensure that the interests of shareholders are represented at all times, the senior executives at Jack in the Box maintain significant personal stakes in the company's common stock ("JBX"), as noted in the following executive stock ownership guidelines: the CEO must own at least 165,000 shares of JBX or own such stock with a market value that equals approximately 500 percent of his annual salary; EVPs must each own at least 55,000 shares of JBX or own such stock with a market value that equals approximately 300 percent of his or her annual salary; and SVPs must each own at least 30,000 shares of JBX or own such stock with a market value that equals approximately 200 percent of his or her annual salary. Because movement in share price can affect the above guidelines, a review is conducted on an annual basis to ensure adherence to policy.
The corporate governance principles and practices at Jack in the Box specify the policies and procedures for making decisions on corporate affairs. Key to this system is an active board of directors that provides oversight on issues ranging from an effective and recognized corporate ethics program to strategic planning. And to remain objective and effective, the board's outside directors meet regularly without management present.
As further evidence of management's commitment to provide investors and consumers with clear and accurate information about the company's performance, Chairman and CEO Robert Nugent and Executive Vice President and Chief Financial Officer John Hoffner have signed and filed sworn statements and related certifications with the Securities and Exchange Commission affirming the accuracy of financial statements and other disclosures in our recent SEC filings. In addition, corporate governance procedures at Jack in the Box comply with the applicable guidelines of the Sarbanes-Oxley Act of 2002, which President Bush signed on July 30, 2002 to restore faith and confidence in the public markets by increasing corporate accountability.
Code of Conduct
Jack in the Box strives to observe the highest standards of ethical behavior in corporate America. Driving this commitment to "do the right thing" - which extends to our fellow employees, guests, vendors, community, even competitors - is a companywide Code of Conduct ("TRUST") that spells out specific expectations of behavior, both legal and ethical. A copy of the Code of Conduct is given to all employees, each of whom is required to attend periodic workshops explaining ethical decision-making and exploring solutions to ethical issues and dilemmas. The Code of Conduct requires employees to report any policy violations to their supervisor or to call the Ethics Helpline, a 24-hour, toll-free number. All calls are treated confidentially to the extent possible, and the employee may remain anonymous if he or she so desires.
Guest Relations
To help ensure that the same high standards governing the company's corporate affairs extend to each Jack in the Box restaurant, guests are encouraged to discuss their dining experience with a restaurant manager. If an issue related to products or customer service persists or if guests wish to have further discussions with a representative from the company's corporate office, they may call a toll-free hotline (800-955-5225), which is promoted in each restaurant. The company's Guest Relations department, which has been consistently recognized by Restaurant Business News as being prompt, responsive and effective, is staffed Monday through Friday from 6 a.m. to 6 p.m. PT, and an answering service covers calls placed after hours.
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