In late January 2009, the Company became concerned that John Bierbusse, a member of the Company’s audit and compensation committees, may not be independent under NASDAQ’s rules. Specifically, the Company learned that John Bierbusse’s brother, who is a “Principal” in the business consulting unit of Ernst & Young LLP (“E&Y”), the Company’s independent registered public accounting firm, may be considered a partner of E&Y. Upon making this discovery, the Company promptly made inquiries of E&Y to determine the nature of Mr. Bierbusse’s brother’s relationship with E&Y, and learned that E&Y uses the title of “Principal” to designate non-accounting partners of the firm. It also confirmed that Mr. Bierbusse’s brother works as a business consultant, is not an accountant, has no business contact with the auditing practice of E&Y, and has no involvement with the Company.
The Company immediately contacted the Listing Qualifications Office of NASDAQ to seek its view of whether Mr. Bierbusse would continue to be deemed “independent” under NASDAQ rules. On March 6, 2009, the Listing Qualifications Office orally informed the Company of its view that Mr. Bierbusse was no longer an independent director pursuant to Marketplace Rule 4200(a)(15)(F), which provides that a director is not independent if he has a family member who is a current partner of the issuer’s outside auditor.
On March 10, 2009, Mr. Bierbusse resigned as a member of the audit and compensation committees, effective immediately. Mr. Bierbusse will continue as a member of the Company’s board of directors.
In its letter, the staff observed that upon discovery of this issue, the Company took immediate action. The staff also noted that, as a result of Mr. Bierbusse’s resignation from the two committees, the Company has established a compensation committee and an audit committee in conformity with Marketplace Rules 4350(c)(3) and 4350(d)(2). The staff closed the matter upon the issuance of its letter.
This release is issued pursuant to Marketplace Rule 4803(a), which requires the Company to make a public announcement through the news media disclosing receipt of the staff’s letter and the NASDAQ rules upon which it is based.
Sanderson Farms, Inc. is engaged in the production, processing, marketing and distributionof fresh and frozen chicken and other prepared food items. Its shares trade on the NASDAQ Global Select Market under the symbol SAFM.