This excerpt taken from the HSY DEF 14A filed Mar 16, 2007.
Who is responsible for determining the Companys compensation philosophy?
Our compensation philosophy is determined by the Compensation and Executive Organization Committee of our Board, which we refer to in this section as the Committee. The Committee uses this philosophy as a guide for administration of our compensation and incentive programs. During the second half of 2005, the Committee reviewed the philosophy statement it approved in 2002. The review was performed with the assistance of Towers Perrin, an independent, outside consultant which has been engaged by the Committee since 2003. Additional information regarding the Committee and its processes and procedures is described below and beginning on page 14. The Committee approved a new compensation philosophy statement in February 2006 as a result of this review.