Heinz Corporate Governance

Executive Committee Charter

Purpose: The purpose of the Executive Committee (the "Committee") is to exercise the powers and authority of the Board of Directors (the "Board"), with limitations as set forth below, during the intervals between meetings of the Board, when, based on the business needs of the Company, it is desirable for the Board to meet but the convening of a special Board meeting is not warranted as determined by the Chairman of the Board.

It is the general intention that all substantive matters in the ordinary course of business be brought before the full Board for action, but it recognizes the need for flexibility to act on substantive matters where action may be necessary between Board meetings which, in the opinion of the Chairman of the Board, should not be postponed until the next previously scheduled meeting of the Board.

Composition: In accordance with the By-laws of the Company, the Chairman of the Board will serve as Chairman of the Committee and, in the absence of the Chairman of the Board, the Committee will select one of its members to act as Chair.

In addition to the Chairman of the Board, the members of the Committee will be the chairs of the four committees of the Board: Audit, Corporate Governance, Management Development and Compensation, and Public Issues. A quorum of the Committee will consist of three of its members. The approval of all actions at a meeting will be decided by the vote of the majority of the Committee members present. The Executive Committee may take action in lieu of a meeting by obtaining the unanimous written consent of all of its members. At the request of any member of the Executive Committee, consideration of any action proposed to be taken by the Committee will be deferred until the next Board meeting.

The Executive Committee will keep proper minutes and all actions taken will be reported to the Board no later than its next meeting.

Authority: The authority of the Committee is limited by resolution of the Board of Directors, the By-laws of the Company and the Business Corporation Laws of the Commonwealth of Pennsylvania, and the following restrictions:

The Executive Committee is not empowered to:

  • amend the Company's Articles of Incorporation;
  • amend the By-laws of the Company;
  • adopt an agreement of merger or consolidation;
  • recommend to the shareholders the sale, lease or exchange of all or substantially all of the corporate property and assets;
  • recommend to the shareholders a dissolution of the corporation or a revocation of dissolution;
  • make any recommendation to the shareholders which requires shareholder approval;
  • authorize the issuance of stock;
  • declare dividends;
  • fix the compensation and benefits of the Directors of the Board or any Committee of the Board or the Chairman, President, or Chief Executive Officer of the Company or any member of management;
  • fill vacancies on the Board of Directors or any Committee of the Board;
  • authorize or approve the repurchase of shares unless pursuant to a general formula or method specified by the Board of Directors;
  • amend or rescind previous resolutions adopted by the Board of Directors; and
  • mortgage the Company's real estate or aircraft or incur any long-term indebtedness on behalf of the Company.