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HSY » Topics » Role of the Board of Directors

This excerpt taken from the HSY DEF 14A filed Mar 10, 2005.

Role of the Board of Directors

The business of the Company is carried out by its employees under the direction and supervision of its Chief Executive Officer (“CEO”). The business shall be managed under the direction of the Board of Directors (“Board”). In accordance with Delaware law, the role of the directors is to exercise their business judgment in the best interests of the Company. This role includes:

•     review of the Company’s performance, strategies and major decisions;

•     oversight of the Company’s compliance with legal and regulatory requirements and the integrity of its financial statements;

•     oversight of management, including review of the CEO’s performance and succession planning for key management roles; and

•     oversight of compensation for the CEO, key executives and the Board, as well as oversight of compensation policies and programs for all employees.

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