CORPORATE GOVERNANCE PRINCIPLES

AUGUST 11, 2015

 General Mills has a long-standing commitment to good corporate governance practices. These practices provide an important framework within which our Board of Directors and management can pursue the strategic objectives of General Mills and ensure its long-term vitality for the benefit of shareholders.  The Corporate Governance Committee reviews our corporate governance principles annually, and changes are recommended to the Board for approval as appropriate. 

Our Philosophy

Board Composition and Independence

Election of Directors. Shareholders elect directors annually. The Board believes that meaningful shareholder participation is critical to the election of directors. Our directors are elected by a majority of votes cast. If an incumbent director is not re-elected, the director must promptly offer his or her resignation to the Board. The Corporate Governance Committee will recommend to the Board whether to accept or reject the resignation, and the Board will disclose its decision and the rationale behind it within 90 days from the certification of the election results. When there are more director nominees than the number of directors to be elected, the directors will be elected by a plurality of the votes cast.

Board Size. The Board periodically reviews the number of director positions with the intent of keeping the Board small enough to promote substantive discussions in which each director can actively participate, and large enough to offer a diversity of background and expertise. Our bylaws currently provide that the Board shall have no fewer than seven directors and no more than 15 directors.

Board Composition. The Corporate Governance Committee is responsible for recommending candidates for election to our Board of Directors. The Corporate Governance Committee considers the Board's overall composition when it selects candidates. Overall Board composition guidelines require expertise in fields relevant to the business of the Company; a breadth of experience from a variety of industries and professional disciplines; a diversity of gender, ethnicity, age and geographic location; and a range of tenures on the Board to ensure both continuity and fresh perspective. Final approval of director candidates is determined by the full Board, based on the recommendation of the Corporate Governance Committee.

Director Selection Criteria. Well-defined selection criteria for individual directors require independence, integrity, experience and sound judgment in areas relevant to our businesses, a proven record of accomplishment, willingness to speak one's mind and commit sufficient time to the Board, appreciation for the long-term interests of shareholders and the ability to challenge and stimulate management and to work well with fellow directors. The Corporate Governance Committee reviews whether a potential candidate meets Board and/or committee membership requirements imposed by law, regulation or stock exchange rules, determines whether a potential candidate is independent according to standards for evaluating director independence and evaluates the potential for any conflict of interest between the director and General Mills.

Other Board Service. Board members are expected to devote sufficient time and attention to carrying out their director duties and responsibilities and ensure that their other responsibilities, including service on other boards, do not materially interfere with their responsibilities as directors of the Company. Directors must inform the Chair of the Corporate Governance Committee in advance of becoming a director and/or member of the audit committee of any other public company. The Board will take into account the nature and extent of the director's other commitments when determining whether it is appropriate to nominate that individual for re-election. Subject to a determination by the Board that additional service will not impair the ability of a director to serve effectively on the Company's Audit Committee, a member of the Audit Committee should not serve on more than two other audit committees for public companies.

Director Independence Criteria. The Board believes that a substantial majority of its members should be independent, non-employee directors. The Board has established the following guidelines that are consistent with the current listing standards of the New York Stock Exchange for determining director independence:

 

Affiliations with the Company. Director affiliations and transactions are regularly reviewed to ensure there are no conflicts or relationships that might impair a director's independence from the Company, senior management and our independent registered public accounting firm.

Director Retirement. To ensure an appropriate balance between new perspectives and experienced directors: