Coporate Governance and Ethical Operation

Corporate Governance
Heinz has established a firm system of corporate governance to ensure that the Company is accountable to shareholders and the community, and that it operates in an ethical and socially responsible manner. At the center of our system is the 12-member Board of Directors elected annually by shareholders. The Board includes 11 independent directors (as defined by New York Stock Exchange and Securities and Exchange Commission rules and the Company’s standards of independence) and the Heinz Chairman, President and CEO. The Board of Directors oversees the Company and is responsible for approving its long-term strategy and vision. The Board operates under adopted principles that specify its role, composition, structure, and functions. At the end of Fiscal Year 2007, the Board included two female directors and two minority directors.

Since our last report, Heinz has renamed its Public Issues Committee to more accurately reflect our commitment to social responsibility. The new Corporate Social Responsibility Committee is chaired by Director Leonard S. Coleman, Jr., former president of the National League of Professional Baseball Clubs, who has a strong interest in sustainable community development. This committee reviews the Company’scorporate social responsibility performance and discusses issues such as human rights and employment, safety, and environmental matters on an ongoing basis. It reports to the Board of Directors three times a year.

Also contributing to strong corporate governance at Heinz are the Office of the Chairman and the Presidents Council. Heinz Chairman, President and CEO William R. Johnson leads the Office of the Chairman, which consists of eight senior executives. It was created in 2005 to provide strategic leadership and direction for the Company, and to foster innovation, collaboration, and process improvement. The Presidents Council includes the heads of Heinz’s major business units and functions. It meets regularly during the year to share insights, benchmark best practices, and discuss significant trends.

At Heinz, our commitment to corporate social responsibility is integrated throughout the entire Company, with a focus on policies, principles, and training programs that reinforce its importance. For instance, our longstanding Global Code of Conduct sets high standards for conducting business in a legal and ethical manner. Employees are expected to comply with the Global Code of Conduct and other Company policies in order to prevent harassment, discrimination, conflicts of interest, insider trading, antitrust violations, and other unacceptable behaviors. To ensure compliance with the Code, Heinz developed an online training program, which has now been completed by the vast majority of salaried employees in the United States, Australia, New Zealand, United Kingdom, Ireland, and Canada.

Corporate Policies are also posted on the Company’s intranet and circulated to employees via e-mail and through supervisors. Managing directors and presidents of all Heinz affiliates must certify annually that these policies have been shared internally and that employees and operations are complying with them.

Heinz has an anonymous, 24-hour multilingual Ethics and Compliance hotline that is staffed by an independent third party. An internal Heinz team investigates each call in a timely manner. Based upon the findings, the calls may result in actions including counseling, training, or other disciplinary measures, up to and including termination of employees who are found to have violated Company policies. Employees are encouraged to first raise concerns with their supervisors or the Human Resources Department, but the hotline has proven to be a valuable additional resource for employees to share information. In addition to human resource calls, the hotline receives calls regarding safety, quality, harassment, discrimination, and other ethical violations. Substantiated cases are followed-up with counseling, training, and/or disciplinary action. Calls to the hotline are investigated within 12 days, and a company response is provided back to the hotline within 14 days. Safety related calls are followed-up within 48 hours.

More information on Corporate Governance Policies and Heinz’s Code of Conduct is available at: Heinz.com/Governance

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