GIS » Topics » Certain Relationships and Related Transactions

This excerpt taken from the GIS DEF 14A filed Aug 10, 2009.
Certain Relationships and Related Transactions
 
  •   Our board of directors has adopted a written policy for reviewing and approving transactions between the company and its related persons, including directors, director nominees, executive officers, 5% stockholders and their immediate family members or affiliates. The policy applies to:
 
  —   all financial transactions, arrangements or relationships involving over $100,000;
 
  —   in which the company, or one of its affiliates, is a participant; and
 
  —   in which a related person could have a direct or indirect interest.
 
  •   The policy does not apply to certain compensation payments which have been approved by the compensation committee or disclosed in the proxy statement; transactions that are available to all other stockholders or employees on the same terms; or transactions with an entity where the related person’s interest is only as a director or a less than 10% owner.
 
  •   The board has delegated to our corporate governance committee the authority to review potential or existing transactions. The corporate governance committee will only approve or ratify those transactions that are determined to be consistent with the best interests of the company and its stockholders, and that comply with applicable policies, codes of conduct and legal restrictions.
 
  •   The corporate governance committee reviewed and ratified a number of commercial and charitable transactions in fiscal 2009, including the following: Hilda Ochoa-Brillembourg, a General Mills director, is a director and minority owner of Emerging Markets Investment Corporation (“EMI”), and as a result, has an indirect interest in its affiliate, Emerging Market Managers LLC (“EMM”). Approximately $91.6 million of General Mills retirement plan assets are invested in the Emerging Markets Investors Fund, and EMM received management fees of approximately $759,912 attributable to these investments during fiscal 2009. Based on her ownership interest, Ms. Ochoa-Brillembourg had a financial interest of approximately $83,590 in the management fees. In determining that these


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  relationships are consistent with the best interests of the company and its stockholders, and do not impair her independence, the committee considered the following factors:
 
  —   Ms. Ochoa-Brillembourg is not an employee or officer of EMI or EMM and is not otherwise involved in the day-to-day operation of either firm.
 
  —   Our relationship with EMI and EMM pre-dates Ms. Ochoa-Brillembourg’s election to our board of directors.
 
  —   She was not involved in establishing the relationship.
 
  —   She has never had any direct involvement in providing services to our benefit plans.
 
  —   The compensation paid to EMM was determined through arms-length negotiations and is customary in amount.
 
  —   The board has determined that her financial interest in the transaction would not impact her willingness or ability to act independently from management.
 
Certain Relationships and Related Transactions
 
  •   Our board of directors has adopted a written policy for reviewing and approving transactions between the company and its related persons, including directors, director nominees, executive officers, 5 percent stockholders and their immediate family members or affiliates. The policy applies to:
 
  —   all financial transactions, arrangements or relationships involving over $100,000;
 
  —   in which the company, or one of its affiliates, is a participant; and
 
  —   in which a related person could have a direct or indirect interest.
 
  •   The policy does not apply to certain compensation payments which have been approved by the compensation committee or disclosed in the proxy statement; transactions that are available to all other stockholders or employees on the same terms; or transactions with an entity where the related person’s interest is only as a director or a less than 10 percent owner.


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  •   The board has delegated to our corporate governance committee the authority to review potential or existing transactions. The corporate governance committee will only approve or ratify those transactions that are determined to be consistent with the best interests of the company and its stockholders, and that comply with applicable policies, codes of conduct and legal restrictions.
 
  •   The corporate governance committee reviewed and ratified commercial and charitable transactions including the following in fiscal 2008: Hilda Ochoa-Brillembourg, a General Mills director, is a director and minority owner of Emerging Markets Investment Corporation (“EMI”), and as a result, has an indirect interest in its affiliate, Emerging Market Managers LLC (“EMM”). Approximately $142.8 million of General Mills retirement plan assets are invested in the Emerging Markets Investors Fund, and EMM received management fees of approximately $1.38 million attributable to these investments during fiscal year 2008. Based on her ownership interest, Ms. Ochoa-Brillembourg had a financial interest of approximately $151,800 in the management fees. In determining that these relationships are consistent with the best interests of the company and its stockholders, and do not impair her independence, the committee considered the following factors:
 
  —   Ms. Ochoa-Brillembourg is not an employee or officer of EMI or EMM and is not otherwise involved in the day-to-day operation of either firm.
 
  —   Our relationship with EMI and EMM pre-dates Ms. Ochoa-Brillembourg’s election to our board of directors.
 
  —   She was not involved in establishing the relationship.
 
  —   She has never had any direct involvement in providing services to our benefit plans.
 
  —   The compensation paid to EMM was determined through arms-length negotiations and is customary in amount.
 
  —   The board has determined that her financial interest in the transaction would not impact her willingness or ability to act independently from management.
 
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