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This excerpt taken from the CPB 10-K filed Oct 1, 2008. PART III
The sections entitled “Election of Directors,”
“Security Ownership of Directors and Executive
Officers” and “Directors and Executive Officers Stock
Ownership Reports” in the company’s Proxy Statement
for the Annual Meeting of Shareowners to be held on
November 20, 2008 (the “2008 Proxy”) are
incorporated herein by reference. The information presented in
the section entitled “Corporate Governance —
Board Committees” in the 2008 Proxy relating to the members
of the company’s Audit Committee and the Audit
Committee’s financial expert is incorporated herein by
reference.
Certain of the information required by this Item relating to the
executive officers of the company is set forth under the heading
“Executive Officers of the Company.”
The company has adopted a Code of Ethics for the Chief Executive
Officer and Senior Financial Officers that applies to the
company’s Chief Executive Officer, Chief Financial Officer,
Controller and members of the Chief Financial
Officer’s financial leadership team. The Code of Ethics for
the Chief Executive Officer and Senior Financial Officers is
posted on the company’s website,
www.campbellsoupcompany.com (under the
“Governance” caption). The company intends to satisfy
the disclosure requirement regarding any amendment to, or a
waiver of, a provision of the Code of Ethics for the Chief
Executive Officer and Senior Financial Officers by posting such
information on its website.
The company has also adopted a separate Code of Business Conduct
and Ethics applicable to the Board of Directors, the
company’s officers and all of the company’s employees.
The Code of Business Conduct and Ethics is posted on the
company’s website, www.campbellsoupcompany.com
(under the “Governance” caption). The
Table of Contents
company’s Corporate Governance Standards and the charters
of the company’s four standing committees of the Board of
Directors can also be found at this website. Printed copies of
the foregoing are available to any shareowner requesting a copy
by:
The information presented in the sections entitled
“Compensation Discussion and Analysis,” “Summary
Compensation Table — Fiscal 2008,” “Grants
of Plan-Based Awards in Fiscal 2008,” “Outstanding
Equity Awards at Fiscal Year-End,” “Option Exercises
and Stock Vested in Fiscal 2008,” “Pension
Benefits,” “Nonqualified Deferred Compensation,”
“Potential Payments Upon Termination or Change in
Control,” “Director Compensation,”
“Corporate Governance — Compensation and
Organization Committee Interlocks and Insider
Participation” and “Compensation and Organization
Committee Report” in the 2008 Proxy is incorporated herein
by reference.
The information presented in the sections entitled
“Securities Authorized for Issuance Under Equity
Compensation Plans,” “Security Ownership of Directors
and Executive Officers” and “Security Ownership of
Certain Beneficial Owners” in the 2008 Proxy is
incorporated herein by reference.
The information presented in the section entitled
“Transactions with Related Persons,” “Corporate
Governance — Director Independence” and
“Corporate Governance — Board Committees” in
the 2008 Proxy is incorporated herein by reference.
The information presented in the section entitled
“Independent Registered Public Accounting Firm Fees and
Services” in the 2008 Proxy is incorporated herein by
reference.
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