This excerpt taken from the HSY DEF 14A filed Mar 10, 2005.
Oversight of Management
Review of CEO Performance and Compensation The independent directors, together with the Compensation and Executive Organization Committee, monitor the performance of the CEO. Annually they shall review the performance appraisal of the CEO performed by the Compensation and Executive Organization Committee and shall review and approve the CEOs compensation recommended by such committee.
Review of Strategic Plan The Board shall review the Companys strategic plan annually. All Board members are expected to participate in an active review. The CEO will invite to the review members of management with responsibility for key divisions and functions and any other personnel the CEO deems helpful, for purposes of providing information sufficient to facilitate a full and frank discussion.