WEIS MARKETS, INC.
DISCLOSURE COMMITTEE CHARTER
The Chief Executive Officer and Chief Financial Officer (the “Certifying Officers”) of Weis Markets, Inc. (the “Company”) have adopted this Disclosure Committee Charter (the “Charter”).
It is the Company’s policy that all disclosures made by the Company to its security holders and the investment community should be accurate and complete and fairly present the Company’s financial condition and results of operations in all material respects, and should be made on a timely basis as required by applicable laws, regulations, and stock exchange requirements. The Company has established the Committee with the following organization and responsibilities.
The membership of the Committee shall initially consist of the VP Corporate Controller (Principal Accounting Officer), Director of Public Relations and the Director of External Reporting. Such members may be replaced, or new members added, at any time and from time to time by the Senior Officers. Notwithstanding the foregoing, the Certifying Officers at their option may at any time assume any or all the responsibilities of the Disclosure Committee identified in this Charter, including, for example, approving Disclosure Statements when time does not permit the full Committee to meet.
The Committee may designate two or more officers, at least one of whom shall be knowledgeable about Securities and Exchange Commission (“SEC”) rules and regulations with respect to disclosure and at least one of whom shall be knowledgeable about financial reporting, who can, acting together, approve Disclosure Statements (other than periodic reports) when time does not permit the full Committee to meet.
The Principal Accounting Officer shall serve as chair. The chair shall be responsible for scheduling and presiding over meetings and preparing agendas. Any question of interpretation of this charter or the Committee’s procedures shall be determined by any Certifying Officer or, in their absence from any meeting, the chair. The chair or the Certifying Officers have the authority to retain legal counsel, consultants or advisors, as appropriate, to carry out the Committee’s duties.
The Committee shall assist the Certifying Officers in fulfilling their responsibility for oversight of the accuracy and timeliness of the disclosures made by the Company by being responsible for the following tasks, in each case subject to the supervision and oversight of the Certifying Officers:
- Design and establish controls and other procedures that are designed to ensure that (1) information required by the Company to be disclosed to the SEC and other written information that the Company will disclose to the investment community is recorded, processed, summarized and reported accurately and on a timely basis and (2) information is accumulated and communicated to management as appropriate to allow timely decisions regarding such required disclosure.
- Monitor the integrity and effectiveness of the Company Disclosure Controls. Annually the Committee shall inform the Certifying Officers of their review of the Disclosure Controls, including policies and procedures of this Committee, as well as policies and procedures to test the effectiveness of the Disclosure Controls.
- Review the Company’s (1) periodic and current reports, proxy statements, information statements, registration statements and any other information filed with the SEC, (2) press releases containing financial information, earnings guidance, information about material acquisitions or dispositions or other information material to the Company’s security holders, and (3) correspondence containing financial information broadly disseminated to shareholders (collectively, the “Disclosure Statements”, in accordance with SEC regulations S-K and S-X).
- Review and approve disclosure policies for financial information displayed on the Company’s corporate/investor relations Web site.
- Provide a certification to the Certifying Officers prior to the filing with the SEC of each periodic report as to (1) the Committee’s compliance with its policies and procedures and proper performance of the responsibilities that have been assigned to it and (2) the Committee’s conclusions resulting from its evaluation of the effectiveness of the Disclosure Controls.
In discharging its duties, the Committee shall have full access to all the Company’s books, records, facilities, and personnel, including the internal auditors and may include the use of legal counsel, consultants or advisors, as appropriate.
The Committee will evaluate and assess this Charter and its performance annually or upon certain material events.