This excerpt taken from the HSY DEF 14A filed Mar 10, 2005.
The Board has not established term limits, and, given the value
added by experienced directors who can provide a historical perspective, term limits are not considered appropriate. New ideas and diversity of views
are maintained by careful selection of directors when vacancies occur. In addition, the performance of individual directors and the Board as a whole
are reviewed annually, prior to the nomination of directors for vote by stockholders at each Annual Meeting.
When a directors principal occupation or business or
institutional affiliation changes materially from that at the time of his or her first election to the Board, the director will tender his or
resignation by directing a letter of resignation to the Chair of
the Committee on Directors and Corporate Governance, except that if the director is the Chair of such committee, he or she shall direct the resignation
to the Chairman of the Board. The Board will determine whether to accept such resignation.
Directors will not be nominated for reelection after their
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