Hershey Foods (HSY)

What is the view of the Board of Directors regarding this proposal?

The Hershey Company has a long tradition of supporting human rights. This tradition is evident in our dealings with employees, suppliers, customers and consumers, as well as with the communities in which we do business. Our Statement of Corporate Philosophy is founded on four fundamental precepts, the first of which is to maintain and enforce high standards of ethical conduct.

To this end, the Company has adopted and adheres strictly to a written Code of Ethical Business Conduct. The Code sets minimum standards of conduct for our directors, officers and employees worldwide. The Code makes clear that compliance with the law is mandatory, that employees are entitled to fair and equitable treatment and to a safe and healthy workplace, that protection of the environment is a priority and that those with whom we do business will be treated fairly, without deceit or manipulation. The Ethical Business Practices Committee, composed of senior executives of the Company and chaired by our General Counsel, monitors and enforces the Code under the oversight of the Audit Committee of the Board of Directors. The Audit Committee receives regular reports from the General Counsel’s office on communication, monitoring, training and compliance activities relating to the Code.

In addition to its enforcement of the Code, in 2000 the Company endorsed the Global Sullivan Principles of Social Responsibility, a voluntary code of conduct established by the late Reverend Leon H. Sullivan to provide international businesses like Hershey with a framework for working toward human rights, social justice and economic opportunity.

In 2007, The Hershey Company adopted a best-practice Supplier Code of Conduct to ensure, among other things, that its vendors and suppliers understand and support the Company’s commitment to global human rights. This Code expressly states Hershey’s commitment to providing a workplace built on trust, honesty, fair treatment, and respect for basic human values, as well as its expectation that the Company’s direct suppliers abide by all national and local laws applicable to the workplace. The Supplier Code of Conduct, currently being rolled out to all of the Company’s direct suppliers, references those Conventions of the International Labor Organization (ILO) of the UN concerning the “worst forms of child labor,” forced labor and nondiscrimination, as well as freedom of association and wages and hours of work for hourly workers.

Also in 2007, The Hershey Company formally established a Corporate Social Responsibility function to ensure, among other things, that human rights and related corporate citizenship issues receive the necessary attention and support within the Company as well as within the confectionery industry.

The Hershey Company actively supports organizations working to address human rights issues in the U.S. and internationally. These organizations include, among others, the NAACP, the Leon H. Sullivan Foundation, the International Cocoa Initiative Foundation, the International Foundation for Education & Self-Help, the New York Society for the Prevention of Cruelty to Children, and the Human Rights Campaign. In addition, the Company has been a leader in working to ensure that cocoa is grown responsibly, without the worst forms of child labor or forced adult labor.

We have made the protection of human rights a priority for our business. The establishment of a Board Committee on Human Rights would neither bring greater attention to this important issue

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nor enhance the efforts we currently are making in this regard. For all these reasons, the Board does not believe that adoption of this proposal is necessary or in furtherance of the best interests of Hershey stockholders. Accordingly, we unanimously oppose the proposal.