This excerpt taken from the GIS DEF 14A filed Aug 12, 2008.
Board meetings and background materials sent to directors in
advance of meetings focus on our key strategic, leadership and
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 Officers 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.
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
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 directors level of
expertise to perform his or her responsibilities as a board
member, and we reimburse directors for the cost of attending
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 www.generalmills.com 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.