Ethics and Compliance

Ethics and compliance have been important to the Company from the beginning. Ethical and legal business conduct is expected and required of our employees at all times. We maintain this high standard through our commitment to communication, training, workplace investigations and monitoring.

Senior management views ethics as a Company-wide priority. Management provides periodic messages to employees reminding them of the principles set forth in the Heinz Global Code of Conduct and the Company’s Global Corporate Policies. The message of ethical business practices is further supported on a quarterly basis through the publication of a newsletter that discusses important ethics and compliance topics. To help communicate this message in all local Heinz Business Units, we have begun the Ethics and Compliance Partners Program, which was first initiated in our Emerging Markets.

The program identifies ethics and compliance partners in each Business Unit that can promote and encourage support for our corporate ethics and compliance messages and practices. In doing so, it also provides a local contact person as a resource on ethics and compliance issues for the local Business Unit employees.

Heinz primarily communicates ethics and compliance standards to our employees via our intranet. The Heinz Global Code of Conduct sets high standards for conducting business in a legal and ethical manner. The Code of Conduct sets employee expectations with respect to matters such as harassment, discrimination, conflicts of interest, insider trading, anti-trust and competition law and bribery and corruption, among others. Last year, more than 10,000 salaried employees read the Heinz Global Code of Conduct and certified their compliance with the Code.

The Heinz intranet also includes the Global Corporate Policies. Managing directors and presidents of all Heinz affiliates must certify annually that these policies have been shared internally and are being enforced. Policy updates are circulated to employees via e-mail and through their supervisors.

Employee education is provided both in person by the Ethics and Compliance Department, Law Department and Business Unit management and through online training. As one of the methods of education of Heinz’s global employees, online training has been completed by the vast majority of non-production employees in the U.S., Australia, New Zealand, UK, Ireland and Canada. In 2009, Heinz contracted with a new online training vendor that allows us to provide training in all the major languages in which Heinz does business.

A recent employee survey indicated that awareness of the Global Code of Conduct had increased to 97% in 2008 from 88% in 2006.

Heinz invests a substantial amount of time training our worldwide employees about compliance and ethics-related matters. Last fiscal year, training was provided in a wide variety of matters, including:

In addition, 5,318 employees (which accounts for the majority of our management and higher level positions worldwide) completed anti-corruption/bribery training in Fiscal Years 2008 and 2009.

Our focus on ethics and compliance issues and monitoring of our processes and our systems is reinforced by utilization of an Ethics and Compliance Hotline, an anonymous 24-hour, multi-lingual hotline staffed by an independent third party. An internal Heinz team investigates each call in a timely manner. Based upon the findings, calls may result in remedial action, including counseling, training or other disciplinary measures, up to and including termination of employees who are found to have violated the Global Code of Conduct, Corporate Policies or applicable laws.

While employees are encouraged to first raise concerns with their supervisors or the Human Resources, Law, or Ethics and Compliance Departments, they may use the Hotline if they do not feel comfortable raising the issue in person. This communications tool has proven to be a valuable additional resource for employees to report issues of concern. The Hotline receives calls regarding a wide range of subjects. Calls to the Hotline are typically investigated within 12 days. The caller can receive the Company’s response via a confidential phone number within 14 days. Safety concerns raised via the Hotline are escalated for a typical response within 48 hours.

The Ethics and Compliance Department also works closely with Heinz’s Law Department, Corporate Audit Department, Finance Department and Enterprise Reputation and Risk Management Department to share information, coordinate ethics and compliance risk management and generally to support compliance with the Global Code of Conduct, corporate policies and the law.