This excerpt taken from the HSY DEF 14A filed Mar 10, 2005.
Code of Conduct
Directors are held to the highest standards of integrity. The Companys Code of Ethical Business Conduct applies to directors as well as officers and employees and covers areas including conflicts of interest, insider trading and compliance with laws and regulations. The Audit Committee has responsibility for oversight of the Companys communication of, and compliance with, the Code of Ethical Business Conduct.
DIRECTOR INDEPENDENCE, CODE OF ETHICAL BUSINESS CONDUCT AND
COMMUNICATIONS WITH DIRECTORS