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GIS » Topics » DIRECTOR INDEPENDENCE STANDARDS

This excerpt taken from the GIS DEF 14A filed Aug 10, 2009.
DIRECTOR INDEPENDENCE STANDARDS
 
The board has established the following guidelines consistent with the current listing standards of the New York Stock Exchange for determining director independence:
 
  •   A director will not be considered independent if, within the preceding three years,
 
  —   the director was an employee of, or an immediate family member of the director was an executive officer of, General Mills;
 
  —   the director or an immediate family member of the director has received during any 12-month period more than $120,000 in direct compensation from us (other than director fees and pension or other deferred compensation for prior service to us);
 
  —   an executive officer of General Mills was on the compensation committee of a company which, at the same time, employed the director or an immediate family member of the director as an executive officer; or
 
  —   the director is a current executive officer or employee of, or an immediate family member of the director is a current executive officer of, another company that does business with us and the annual payments derived from that business by either company accounts for at least (i) $1,000,000 or (ii) two percent, whichever is greater, of the consolidated gross revenues of such company.
 
  •   A director will not be considered independent if:
 
  —   the director or an immediate family member of the director is a current partner of our independent registered public accounting firm;
 
  —   the director is a current employee of our independent registered public accounting firm;
 
  —   an immediate family member of the director is a current employee of our independent registered public accounting firm and personally works on our audit; or
 
  —   the director or an immediate family member of the director was, within the preceding three years, a partner or employee of our independent registered public accounting firm and personally worked on our audit within that time.
 
  •   The following commercial or charitable relationships are immaterial and will not, by themselves, impair a director’s independence:
 
  —   a director or an immediate family member of the director is an executive officer of another company which is indebted to us, or to which we are indebted, and the total amount of either company’s indebtedness to the other is less than two percent of the total consolidated assets of the company he or she serves as an executive officer;
 
  —   a director or an immediate family member of the director serves as an officer, director or trustee of a tax exempt organization and our contributions to such organization are less than the greater of (i) $120,000 or (ii) two percent of the organization’s consolidated gross revenues;
 
  —   a director or an immediate family member of the director is an executive officer or director of another company that does business with us and the annual payments derived from that business by either company accounts for less than (i) $1,000,000 or (ii) two percent, whichever is greater, of the consolidated gross revenues of such company and the individual is not directly responsible for or involved in the relationship; or
 
  —   a director or an immediate family member holds a less than 10 percent interest in any entity that has a relationship with us.
 
  •   For relationships not covered by these guidelines, the determination of whether the relationship is material or not, and therefore whether the director would be independent or not, shall be made by the directors who satisfy the independence guidelines set forth above. We will explain in our proxy statement the basis for any determination by the board that a relationship is not material if the relationship does not satisfy one of the specific categories of immaterial relationships identified above.
 
  •   Audit Committee members may not accept, directly or indirectly, any consulting, advisory or other compensatory fee from us (other than director fees and pension or other deferred compensation for prior service to us).


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"DIRECTOR INDEPENDENCE STANDARDS" elsewhere:

HEINZ H J CO (HNZ)
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