Corporate Governance

Heinz has a comprehensive system of corporate governance to ensure 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 Chief Executive Officer.

The Board of Directors oversees the conduct of Company business by management and is responsible for reviewing the Company’s long-term strategy and vision. The Board operates under adopted principles that specify its role, composition, structure and functions. At the end of Fiscal 2009, the Board included two minority and two female directors.

Our 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. Mr. Coleman has been chair of this committee since September 2006. The committee reviews Heinz’s corporate 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 Chief Executive Officer 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, sharing of best practices 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 and corporate governance is integrated throughout the entire Company, with a focus on policies, principles and training programs that reinforce its importance.