Heinz Corporate Governance

Corporate Governance Committee Charter

Purpose: The Corporate Governance Committee assists the Board of Directors by identifying, screening and recommending qualified candidates to serve as directors of the Company (consistent with criteria approved by the Board), and maintaining oversight of the Board’s operations and effectiveness and compliance with the Company’s Code of Business Conduct. The Committee takes a leadership role in shaping the corporate governance of the Company.

Responsibilities: The responsibilities and activities of the Committee include:

  1. Monitoring the Company's compliance with applicable laws and regulations.
  2. Overseeing a set of Corporate Governance Principles applicable to the Company and, at least annually, reviewing and reporting the results of such review to the Board.
  3. Developing and making recommendations to the Board concerning the selection criteria to be used by the Committee in seeking nominees for election to the Board in accordance with the Company’s Corporate Governance Principles.
  4. Reviewing qualifications of specific Board candidates including potential conflicts of interest, and related party transactions.
  5. Providing reports to the Audit Committee regarding issues contemplated in the Company’s Code of Business Conduct, including:
    - Conflicts of interest
    - Corporate opportunities
    - Confidentiality
    - Fair dealing
    - Protection and proper use of Company assets
    - Compliance with laws, rules and regulations
    - Reports of illegal or unethical behavior
  6. Reviewing the independence, both in appearance and in fact, of directors and director nominees.
  7. Identifying and recommending qualified candidates for election or reelection to the Board at each Annual Meeting of Shareholders of the Company and for election to fill vacancies on the Board.
  8. Retaining search firms, as necessary, to assist in identifying qualified board candidates. The Committee has the sole authority to retain, terminate and approve search firm fees and other retention terms.
  9. Establishing a procedure for the consideration of Board candidates recommended by the Company's shareholders.
  10. Recommending to the Board candidates for assignment to or removal from Board committees, and considering the rotation of members of various Board committees.
  11. Considering the need for new Board committees, determining the functions of the various committees, and delegating additional responsibilities to the various committees.
  12. Overseeing the evaluation of the Board and evaluating the Committee’s performance on an annual basis. Periodically reviewing director contributions to the Board.
  13. Reviewing and recommending retirement and/or other tenure policies for directors.
  14. Providing orientation for new directors and continuing education for all directors.
  15. Reviewing and recommending to the Board actions to be taken, if any, regarding resignations tendered by a Board member due to a substantial change in the director’s principal occupation or business association during his or her tenure as a director.
  16. Reviewing directorships in other public companies offered to senior officers.
  17. Assessing the reporting channels through which the Board receives information, and the quality and timeliness of information received by the Board before meetings and on a periodic basis.
  18. Making recommendations to the Board concerning changes in non-employee director compensation.
  19. Periodically reviewing the adequacy of the Committee’s charter and, if necessary, recommending proposed changes for Board approval.
  20. Establishing the procedure for independent directors to meet outside the presence of management at regularly scheduled executive sessions.
  21. Establishing the procedure for shareholder communications with the Board.
  22. Reviewing management's responses to shareholder proposals concerning corporate governance issues.

Size and Composition: The Committee is comprised of at least three directors, all of whom must be independent. Independent shall mean a director who meets the NYSE’s definition of independence and as determined by the Board in accordance with the Corporate Governance Principles and the H. J. Heinz Company Director Independence Standards. The Committee will designate and the Board will approve one person as Chairman of the Committee.

Meetings: The Corporate Governance Committee will meet at least two times each year, either in person or by teleconference, and a majority of the members of the Committee shall constitute a quorum. The Committee will report regularly to the Board with respect to its activities. The Committee will keep minutes of its meetings and maintain those minutes with the books and records of the Company.

Assignment and Removal of Committee Members: Members will be assigned to the Committee by the Board of Directors, upon recommendation of the Committee. Committee assignments will be based on the member’s business and professional experience, qualifications and public service. The need for continuity, subject matter expertise, tenure and the desires of the individual Board members will also be considered. Committee members will serve for one year until their next re-election, resignation, retirement, removal, or reassignment by the Board or until a successor is assigned. A Committee member may be removed by majority vote of the independent directors of the full Board.

Outside Advisors: The Committee has the authority to retain, terminate and approve the compensation of such outside consultants, experts and other advisors as it determines appropriate to assist it in the performance of its functions.

Delegation: As necessary, the Committee may delegate its responsibilities to a subcommittee, to the extent permitted by applicable law and regulations, provided that the subcommittee consists entirely of independent directors.