GIS » Topics » Board Performance and Operations

This excerpt taken from the GIS DEF 14A filed Aug 12, 2008.
Board Performance and Operations
  •   Board meetings and background materials sent to directors in advance of meetings focus on our key strategic, leadership and performance issues.
  —   Each year, the board reviews and discusses our annual and longer-term strategic business plans and management development and succession plans, including an assessment of senior executives and their potential as successor to the Chief Executive Officer. The board has adopted procedures to elect a successor to the Chief Executive Officer in the event of the Chief Executive Officer’s sudden departure.
  —   Focused discussions of individual businesses and key issues are held throughout the year, and extended off-site sessions are held periodically for in-depth reviews of key strategic matters. The board also regularly reviews our performance compared to our competitive peer companies.


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  —   The board and its committees may engage independent outside financial, legal and other advisors as they deem necessary to provide advice and counsel on various topics or issues. Directors also have full access to officers and employees.
  —   Committee responsibilities are detailed in their charters, and reports of committee meetings are given to the full board, which acts on their recommendations, as appropriate.
  •   Agendas for upcoming board and committee meetings are periodically reviewed and updated for planning purposes. The agendas and topics for board and committee meetings are developed through discussions between management and board members, and management distributes materials pertinent to the issues to be considered in advance of each meeting.
  •   Non-employee directors have the opportunity to meet in executive session without management directors present at each board meeting. The chair of the corporate governance committee acts as presiding director at executive sessions.
  •   The corporate governance committee has responsibility for board governance policies, organization and procedures. The corporate governance committee actively monitors and discusses evolving corporate governance trends. It reviews our corporate governance practices in light of those trends and implements practices that it determines are in the best interests of the company and consistent with our long-standing commitment to good corporate governance practices.
  •   A formal evaluation covering board operations and performance, with a written evaluation from each board member, is conducted annually to enhance board effectiveness. Recommended changes are considered by the full board. In addition, each board committee conducts an annual self-evaluation.
  •   New directors participate in an orientation program that includes discussions with senior management, background materials on our strategic plan, organization and financial statements and visits to our facilities. We encourage each director to participate in continuing educational programs that are important to maintaining a director’s level of expertise to perform his or her responsibilities as a board member, and we reimburse directors for the cost of attending these programs.
  •   The board expects all directors, officers and employees to act with the highest standards of integrity and to adhere to our policies and applicable code of conduct. Directors also are required to follow our Director Code of Conduct. The corporate governance committee of the board annually reviews and oversees compliance with the Director Code of Conduct, which is available on our website at in the “Investors” section and in print to any stockholder who requests a copy from our Corporate Secretary.
  •   The board regularly reviews a report of recent executive officer transactions in General Mills securities.


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