a champion’s - general mills

Every decision • Every action • Every day

A Champion’s Code of Conduct

Nourishing lives

Nourishing communities

Nourishing the future

Our mission is to innovate to make people’s lives healthier, easier and richer.

We want to make our world and our communities better places in which to live and grow.

We strive to be the most environmentally responsible consumer foods company in the world.

Acting in the best interest of General Mills 16

Competing fairly and legally 18

Building successful relationships 20

Doing business around the world 22

Upholding global standards 24

Maintaining corporate integrity 26

If you have a question, concern or wish to report a violation … 28

International Ethics Line access 29

Index 29

Dear Colleague,

We hold ourselves to a very high standard at General Mills. Nowhere is that more true than in our expectations for ethical conduct in every aspect of our business.

For General Mills, high ethical standards are not something new. It is who we are.

We are proud of our brands and proud of what we do. We believe in ourselves, we believe in each other, and we believe in General Mills.

If you ever encounter an ethical dilemma in your job or role here at General Mills, you may be momentarily surprised. But it can happen. There are times in the conduct of any large and intricate business when ethical dilemmas can arise. At those moments, you must step back to decide whether a decision or action is right – right for our shareholders and consistent with our ethical standards.

If you ever face such a moment, you must do the right thing. We expect you to do the right thing. And we expect you to ask for help if you are in doubt as to the right course of action.

Our Code of Conduct is designed to help you better understand the policies and principles that drive our business and make this a great place to work and ultimately, to help you make decisions consistent with those policies and principles. I encourage you to read it, keep it and refer to it to help make certain that your day-to-day actions and decisions proudly reflect the values of General Mills – the Company of Champions.

Sincerely,

Ken Powell Chief Executive Officer

Table of Contents

Letter from the CEO 1

Do what’s right – every day 2

Treating employees well 4

Protecting our people 6

Maintaining consumer trust 8

Managing finances and assets carefully 10

Communicating appropriately 12

Our communities, our world 14

Set an example Chances are you will find yourself faced with an ethical dilemma. This is especially true if you manage a team. You know that perception matters, candor is critical, and the answers are not always as clear as you would hope. You also know that we are all accountable to the company and to each other. To maintain high ethical standards, you should:

Show what it means to act with integrity.

Operate in an honest and candid manner.

Create an open environment that invites engagement.

Ensure those you supervise understand and act according to General Mills’ policies and expectations.

Emphasize that help is available if it’s needed.

Know about available resources when issues are identified.

Support employees who in good faith ask questions or raise concerns.

Report instances of noncompliance with the law, our policies or this Code.

Our pledge Even companies with the highest ethical standards occasionally have issues. When we do, we want them reported so they may be addressed. It takes a great deal of courage to report an activity or decision that is, or has the appearance of being, contrary to our values. In these situations, we will listen to your concerns. General Mills will not retaliate against any employee for good faith reporting of ethical concerns or cooperating in a company investigation.

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Do what’sright –

every day.

Ethical companies are built by ethical peopleGeneral Mills’ global reputation as an ethical company depends on each employee always acting consistent with the law, our policies and our values. Around the world, we work hard to build trust and create an environment that invites employee candor and engagement. In turn, you – and every other employee – have a personal responsibility to comply with this code, laws and policies, to act ethically and to express concerns appropriately.

Know what’s expected, speak up Each of us is responsible for knowing what is expected. By becoming familiar with this Code and the policies it highlights, you will be better equipped to recognize and handle ethical dilemmas. It is important to ask questions or raise issues if you experience a situation that might have ethical implications. Talk to your manager or Human Resources, or call the Ethics Line when:

You need advice.

You don’t know the proper course of action.

You believe someone has violated the law or our policies.

You believe someone has acted unethically.

You may have been involved in misconduct.

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The decision is right if you can answer 'yes' to these questions.

Am I being fair and truthful?

Is it legal and consistent with company policy?

Am I acting in the best interests of the company and our stakeholders?

Would I be proud to tell someone I respect about it?

Would I be comfortable seeing it reported in the news media?

Will it protect General Mills’ reputation as an ethical company?

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Treating employees

well

Our most valuable assetWe aspire to be a global employer of choice. We offer competitive salaries and benefits, provide a safe working environment, value diversity and encourage a healthy work/life balance. Our business success comes when employees feel empowered to take initiative, voice their opinions and build on their experiences within the company and in the community. We are proud of our strong sense of honesty and integrity. Wherever General Mills employees work, we strive to create an atmosphere of mutual trust and respect.

Look it up HR poLicies equaL empLoyment oppoRtunity, HaRassment FRee WoRkpLace and HiRing pRactices

A great place to work

Strength through diversityGeneral Mills values the many ways people differ, including gender, age, race, nationality, education, sexual orientation, religion, lifestyle and political affiliation. Every day, we see the power of different viewpoints at work. Employees who act consistently with our commitment to a culture of inclusion make others feel welcome, appreciated and respected. Through our mentoring programs and diverse employee networks, we hear different perspectives that bring insights about our workplace and the consumers we serve.

Maintaining a respectful workplaceOur employees are committed to the success of General Mills. We value their contributions and are highly committed to providing an environment that supports their varying needs. Wherever we do business around the world, we comply with wage and hour standards, laws prohibiting discrimination and harassment, safety guidelines and requirements of equal employment opportunity. Should you have a concern about discrimination, harassment or other unlawful conduct, talk to your manager or Human Resources. We will investigate promptly and respond as appropriate.

Top 10 in National Corporate Reputation Survey, Harris Interactive

America’s Most Admired Companies, Fortune

100 Best Companies for Working Mothers, Working Mother magazine

100 Best Corporate Citizens, Corporate Responsibility Officer magazine

Global Top Companies for Leaders, Fortune

Top 50 Companies for Diversity, DiversityInc

50 Great Places to Work in UK, Financial Times

100 Best Places to Work for GLBT Equality, Human Rights Campaign

Finalist, Employer of Choice Awards, Australian HR magazine

Best Places to Launch a Career, BusinessWeek

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Working safelyYour safety is our priority. General Mills works to provide all employees with a safe and secure workplace. Each of our facilities around the world develops and administers its own safety and emergency plans to prevent workplace accidents and injuries. In the event of an accident, we make sure injured employees receive the care they need.

Look it up coRpoRate poLicy 6 and HR poLicy saFety in tHe WoRkpLace

Your personal securityAnother safety priority is preventing workplace violence. We have policies prohibiting behavior that undermines employee safety, including acts or threats of violence or other forms of intimidation. Employees who feel threatened or observe threatening behavior should immediately report the situation to their manager or Human Resources.

Look it up coRpoRate poLicy 2 and 6 and HR poLicy vioLence in tHe WoRkpLace

Protecting our people

Maintaining employee privacyPrivacy protection is important. We manage your personal information consistent with these guiding principles:

Keep employee records accurate and up-to-date.

Permit access and use only for legitimate business purposes, e.g., payroll and benefits administration.

Do not permit disclosure to third parties except under circumstances permitted by our policies.

Follow established retention and destruction policies and procedures.

Promptly respond to any questions or concerns raised by employees about their records.

If you have questions about your information, talk to your manager or Human Resources.

Look it up coRpoRate poLicy 20 and HR poLicy use and discLosuRe oF empLoyee inFoRmation

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Q: I received a call from an individual outside the company asking for my employees’ start dates, titles and base salaries. She told me that she is working with Human Resources on a benchmarking project and that it was urgent. I’m not sure what to do.

Information about our employees is confidential and should only be given to those who are authorized to have this information. Never provide this type of information unless you are certain that it is appropriate. In this situation, talk to Human Resources to ensure that this is a legitimate request.

Q: I noticed a safety guard is broken on my line. It will take time to fix, and I know we have a tight production schedule. What should I do?

If you have a safety concern, report it to plant management immediately for evaluation and correction. Every employee has the right to refuse to do work reasonably perceived to be dangerous to personal health or safety.

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http://gmiportal.generalmills.com/legal/ECCOC/Policies/CP-01.pdf

Responsible advertising General Mills is committed to maintaining the highest standards for responsible advertising and marketing, especially in advertising that reaches children. Strong marketing guidelines govern our practices. We promote balance, moderation and exercise. We represent products appropriately. We are especially careful with advertising directed to children under 12, advertising only lower calorie or more nutrient dense products. We are proud of our reputation as a family-friendly advertiser, and we work to exceed the highest standards in the food and advertising industries.

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Ensuring consumer privacy

Maintaining consumer trust requires that we use information appropriately. We are committed to protecting consumers’ privacy – especially children’s privacy – and following applicable and evolving laws in this area. We gather information from consumers to deliver better products and services, and to learn about their preferences. Access to consumer information is restricted to those employees designated as having a need to know for business or legal reasons.

Maintaining consumer trust

Earning consumer confidence

Around the world, consumers choose General Mills brands for their quality, convenience and superiority. In grocery stores, supercenters, convenience stores, schools, universities, hospitals, restaurants, hotels and all of the many places that consumers live their lives, they trust and rely on our products. We must protect our brands and respect the brands and businesses of others. Never make a decision that would undermine the trust consumers have in us. We earn their confidence with every action, every day.

Keeping food safe

Consumers trust us to ensure that our products are safe. Each of us has a personal responsibility to maintain rigorous standards for the quality of the products we produce. Tell your manager immediately should you have any concerns or notice anything out of the ordinary that could impact the safety or quality of our products. Together, we have earned consumers’ confidence; together, we must maintain it.


Delivering our best for our stakeholders

Q: I know that being a responsible advertiser is important to General Mills. How do I ensure that our new advertising meets our standards?

In addition to our corporate policies in this regard, you should also consult our Marketing Guidelines as you develop your advertising program. If your advertising is directed to children, and if you are unsure whether your plans meet the Guidelines, you should bring the issue to the Child Marketing Review Council.

Our decisions and actions must build the confidence and trust of our stakeholders. Our stakeholders drive our success and our business performance. We work closely with them, listening and responding. We strive to deliver our best every day, for them and for General Mills.

Our stakeholders include:

Employees

Consumers

Shareholders

Customers

Partners

Communities

Vendors

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Managing finances

and assets carefully

Before you trade

Maintaining financial accountabilityWhen you are responsible for budgets, expenses or other funds, manage them carefully, accurately and ethically. Every financial decision you make should benefit the company and not be driven by personal interest. If you are responsible for approving expense reports, watch for any transaction that seems out of line with company policy. For example, poor documentation or incomplete reports may be an indication of fraud. Report instances of suspected fraud to your manager or to Human Resources.

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Appropriate use of company resources Company assets help employees achieve business goals. Inappropriate or illegal use of company property hurts us all. Computers should be used only for company business and never for games, jokes or to view offensive or illegal materials. Personal use of company e-mail, telephones, copiers or fax machines should be limited. Copying software for personal use is unacceptable.

Look it up HR eLectRonic communication poLicy

Trading stocks and bonds legallyYou may become aware of material information about the company that is not publicly available to all investors. You may not share this information or buy or sell General Mills stocks or bonds based on it. If you become aware of important nonpublic information about another company through your employment at General Mills, you cannot share it or buy or sell stock of that company until the information becomes publicly available. Material, nonpublic information about the company must always be treated confidentially. Should you have any concerns about whether it is appropriate for you to buy or sell company stock, consult with your manager or contact the Law department.


Q: If I was already planning to make a trade before I became aware of material information, may I still complete the transaction?

No. A person who trades in company stock while aware of material nonpublic information will be deemed to have traded on the basis of that information even though the inside information was not a significant factor in his or her trading decision.

Q: I’m concerned about reporting a suspected fraud. What if I am wrong and it gets me in trouble, or I hurt someone’s reputation?

We do not hold employees accountable for reports made in good faith, even if they turn out to be unfounded. We are careful when looking into alleged wrongdoing to ensure that employees’ reputations are protected. Investigations are conducted in an objective, fair and confidential way. We encourage you to talk to your manager first to help decide the best course of action.

Q: How do I know whether I am aware of “material” nonpublic information about the company?

Information is material if it is important to an investor making a decision about buying or selling the company’s stock. This information includes financial results, business acquisitions or sales, senior management changes, government investigations, changes in significant customers, and product recalls. If you are unsure whether you have material information, refrain from trading and consult your manager or the Law department.

Q: Do the restrictions on insider trading apply to 401(k) transactions or stock option exercises?

It depends. You may not buy or sell shares of General Mills stock in your 401(k) account or sell shares of stock in connection with an option exercise if you are aware of material nonpublic information. However, this prohibition does not apply to your 401(k) purchases of stock that are already scheduled and automatically purchased.

Q: I recently combined a business trip with personal travel, and I accidentally used my corporate credit card for a dinner with my family. What should I do?

Corporate credit cards are for business expenses only. Misuse of a corporate credit card can result in serious consequences. If you accidentally bill a personal expense to your corporate credit card, indicate the charge as personal on your expense report. If you have questions about expense reporting, review your group’s expense report policy or contact the Expense Reporting Hotline at 763-293-2733.

The answers to these questions can keep you, your family, your friends and the company protected from an insider trading violation.

Do you have “hot” news about the company or other companies (good or bad) that could affect the stock price once the information is announced? If yes, don’t share it or trade.

Has someone given you a “hot tip” you have reason to believe is inside information? If yes, don’t share it or trade.

Do you have advance information regarding our quarterly earnings or other significant announcements? If yes, don’t trade until two business days after our official public announcement of this information.

Are you unsure whether important company news is inside information? If yes, don’t share it or trade.

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Communicating appropriately

Protecting intellectual propertyGeneral Mills is built on the intellectual property that supports our businesses, including patents, trademarks, copyrights, trade secrets, inventions and technology. Never allow our intellectual property to be used or shared with people outside the company without appropriate legal documents in place. Nor should you infringe on patents, trademarks or other intellectual property rights of other companies. The Law department and Intellectual Property Management group are available to help you.


Record retention Records document our day-to-day business, and our records practices ensure that we have consistent measures for maintaining information. Knowing what to keep, what to destroy and how to destroy it promotes efficiency, cost savings, confidentiality and legal compliance. Records relevant to litigation, audits or investigations may need to be kept beyond the standard requirements. Follow the legal hold guidelines to ensure you do not destroy or misplace important information. Details about the retention schedule, including how to treat documents during litigation or other holds, may be found in the Records and Information Management Web site on Champions Network.


Q: I received an e-mail that contains a statement that could be misunderstood or viewed as improper. What should I do?

It is important that our written communications are accurate and leave the proper impression. If you are concerned about potential implications of an e-mail, you should call the author and discuss your concerns. You (or the original sender) should then send a second e-mail clarifying the intent of the original e-mail. Simply deleting the troublesome e-mail is not enough. Deleted e-mails are usually recoverable, and it is important to correct potential misperceptions.

Draft documents carefully

Q: What should I consider before forwarding an internal e-mail to someone outside General Mills?

Recognize that internal e-mails may contain confidential or sensitive information that should not leave the company. Be careful with long e-mail chains – there may be confidential information buried deep within the chain. Remember that e-mails are easily forwarded beyond the intended audience. In some situations, it may be fine to forward confidential information to outside parties, but always make sure an appropriate confidentiality agreement is in place.

Maintaining confidentiality Handle information with care. If you need to send confidential information outside General Mills, make certain there is a confidentiality agreement with the person receiving the information. Be cautious and thoughtful when sharing confidential information in writing – including e-mails – and during private conversations. Consider your surroundings when talking on a cell phone or in a public place.


What is confidential information?If you can answer “yes” to the questions below, the information is confidential and should be protected.

Is this information unknown to people outside the company?

Would General Mills be disadvantaged or harmed if others knew this information?

Would your project be jeopardized if the information was not held in confidence?

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The drive to meet or exceed a deadline can sometimes result in hasty communications that contain inappropriate information or comments. Take time to prepare all documents and electronic communications thoughtfully and to review them thoroughly, including e-mails, memos, letters, PowerPoint presentations, handwritten notes and voicemail messages. Follow these guidelines:

Be clear, accurate and concise.

Stick to the facts. Do not overstate or exaggerate.

Never create threatening, sarcastic or demeaning communications.

Never disparage competitors, customers, suppliers, the company or other employees.

Never speculate or offer an opinion regarding the legality of business conduct.

Avoid phrases that may be misinterpreted as inappropriate or unethical.

Avoid sensitive or confidential topics. Call or meet rather than communicating in writing.

If you inadvertently create a document that could be misunderstood, write a second document to clarify the first.

Treat confidential information with care.

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Ourcommunities,

our world

Race for the Cure®

Yoplait is a steadfast supporter of women’s health and wellness as a National Presenting Sponsor

of the Susan G. Komen for the Cure race events. Yoplait also supports the cause for breast cancer research and education through its Save Lids to Save Lives program. In addition to brand support, hundreds of retirees, employees, families and friends turn out to support the Race for the Cure events.

Hooray for HillingdonOver the past three years, General Mills in Hillingdon, UK, has become involved in three important community initiatives. The first project provides support for the development of the country’s first

hybrid mobile youth club. Employees also support Hillingdon borough’s mentoring initiative, making up almost 90 percent of the mentors. General Mills volunteers also have assumed sole sponsorship of the Hillingdon Book of the Year program in area schools. All

three initiatives continue to enjoy active General Mills participation.

Sustainability and the environmentAs good corporate citizens, we strive to advance sustainability around the world while minimizing the impact of General Mills’ products and packaging on the environment. We work to:

Reduce water and energy use.

Control air emissions and wastewater discharges from production operations.

Manage potentially hazardous materials properly.

Use recycled content and recyclable materials whenever possible.

Minimize solid and hazardous waste generation.

Prevent spills or releases.

Support and participate in organizations that promote environmental stewardship and encourage awareness of our shared responsibility for people and the planet.

Globally, employees also help improve the environment by cleaning parks and roads, organizing household hazardous waste collections, planting trees, and sponsoring educational events in schools and communities. We are proud of our record and are committed to be environmental leaders in the food industry. Should an incident occur that could be potentially harmful to the environment, you should notify your manager or call the Ethics Line.


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Making a difference in our communities Through the General Mills Foundation and our volunteers around the world, we contribute resources, time and talent to communities where we live and work – supporting healthy meals, education, nutrition and fitness, housing and disaster relief, and other areas of need. Through our championship brands, we reach out even further to give books to children, fund breast cancer research and education, and help schools purchase computers, playground equipment, textbooks and classroom materials. If you have a cause you want to support or are interested in volunteering through a General Mills sponsored program in your community, talk to your manager.

Look it up coRpoRate poLicies 3, 4 and HR soLicitations

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Acting in the best interest of

General Mills

Receiving and giving gifts Gifts and entertainment can create goodwill in our business relationships, but can also make it hard to be objective about the person providing them. Our choice of suppliers, vendors and partners must be based on objective factors like cost, quality, value, service and ability to deliver. We must avoid even the appearance of making business decisions based on gifts received through these relationships. Gifts of nominal value (less than $100 from one source and $250 from all sources in a year) are acceptable as long as your group does not have a more stringent gift policy. Infrequent business entertainment is appropriate provided it isn’t excessive, and it does not create the appearance of impropriety.

When giving gifts or offering to entertain a business partner, ensure that your offer does not violate the recipient’s own policies. If you work with public officials, be aware that even simple offers such as purchasing a meal or refreshments may be unacceptable or even against the law. Contact the Law department before providing any gift or entertainment to a public official.


Avoiding conflicts of interest Because we are expected to act in the best interest of General Mills at all times, we need to watch for potential conflicts of interest. A conflict of interest arises when personal, social, financial or political activities or business relationships interfere with an employee’s objectivity and loyalty to General Mills. Actual conflicts – as well as the appearance of conflicts – must be avoided. Carefully consider your own situation for any actual or apparent conflicts of interest. If you believe you or a family member have a conflict of interest, you must disclose it to your manager.


Common conflicts of interest

Business relationships You have an actual or potential conflict of interest if you (or members of your immediate family or household) are affiliated with a business or organization and:

It interferes with your job.

The business is a customer or vendor or it competes with General Mills.

The relationship could harm General Mills’ reputation.

Ownership You have an actual or potential conflict of interest if you (or members of your immediate family or household):

Own any stake in a privately-owned vendor, competitor or customer.

Own more than a small portfolio interest in a publicly owned vendor, competitor or customer.

Boards You may sit on a board provided the commitment does not interfere with your job, the relationship will not harm General Mills’ reputation and you have appropriate approval:

For-profit boards require approval from your manager and other senior level executives.

Non-profit boards require approval from your manager.

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Always refuse gifts that ...

Are cash or a cash equivalent.

Are illegal or violate the law.

Cause you to feel an obligation.

Influence or give the appearance of influencing business judgment.

Are given as part of an agreement to do something in return.

Would violate the gift and entertainment policy of the giver’s employer.

Are for entertainment that is unsavory or otherwise contrary to our commitment to mutual respect.

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Q: I’ve been asked to participate in a local customer-sponsored golf event. May I attend the event?

This kind of business entertainment is acceptable, because it builds your relationship, it can generate goodwill, and it is not lavish. Always consider whether the event would influence – or appear to influence – a decision about the customer. Also consider whether it has a business purpose, how it appears to employees and others, and whether attendance benefits the company. If it requires travel, you need to talk to your manager.

Q: My father owns a vending machine business and wants to provide vending services to a General Mills location. Is he allowed to approach General Mills to pitch the business?

Your father may approach General Mills to pitch this business as long as you have no responsibility for procuring these services, and you have no involvement in the selection process. His company will need to go through the established selection process and meet General Mills’ criteria. You should always disclose these types of situations to your manager.

Q: I work in Europe, and a business contact gave me an expensive crystal bowl in recognition of a new contract. May I accept it?

Gifts should be in good taste, not used to gain influence and nominal in value (less than $100 in value and never in cash). Consider whether public disclosure of the gift would embarrass the company. If so, return the gift and explain that accepting it is against our gift policy. Gift-giving customs vary by country, so if returning the gift would cause embarrassment or be impractical, discuss the gift with your manager, arrange to donate it to charity or turn it over for company use. When appropriate, explain our gift policy to the person giving the gift. If you have questions about gifts, talk to your manager or managing director.

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Competing fairly

and legally

Competing with integrityGeneral Mills is proud of its history of operating at the highest levels of integrity, even in the midst of fierce competition. We strongly believe a company can successfully market and sell its products based on fair, ethical and legal business conduct. When we compete for business, we:

Make only fact-based claims about our competitors’ products and services, and our own.

Honor the confidentiality of our competitors’ trade secrets.

Earn the business because of the quality, value and price of our products, and our superior marketing and sales abilities.

Encouraging healthy competition Competition laws, known as antitrust laws in the U.S., are intended to preserve fair, honest and vigorous competition. General Mills strongly supports this goal. Generally, the laws prohibit conspiracies between competitors, improper attempts to monopolize markets or control prices, and certain unfair business practices. The laws are very broad and complex, and their application often turns on specific facts and circumstances, but you should always:

Know your responsibilities under the laws and report possible violations.

Steer clear of formal or informal agreements with competitors on sensitive topics such as prices, margins, business plans, trade programs, discounts and production capacity.

Treat competing customers fairly when offering prices, trade programs and resale assistance.

Questions about antitrust or competition laws or how they apply should be referred to the lawyer supporting your unit. Report any possible violation of law promptly to your manager, Human Resources or the Law department.


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Collecting information about competitors Gathering information about our competitors – often called competitive intelligence – is a legitimate business practice. Doing so helps us stay competitive in the marketplace. Obtaining information from public sources, such as newspapers or the Internet, is appropriate and encouraged. It is also permissible to gather nonconfidential information from customers, brokers and suppliers. However, gathering competitive information can raise legal and ethical issues if not done properly.

When working with consultants, vendors and other partners, ensure that they understand and follow General Mills’ policy on gathering competitive information.


Q: A business contact told me about a meeting to be held by a competitor at a trade show. I would like to attend the meeting, but I’m afraid they won’t let me in if they know I’m from General Mills. May I attend as long as I keep my identity secret?

No. It is never appropriate to disguise your identity to gain information about a competitor. You should also consult with the Law department before attending any meeting with a competitor, because such meetings may raise antitrust concerns.

Q: Is it permissible to hire another company to investigate a new product a competitor is ready to launch?

Yes, as long as you have a written agreement with the company requiring the company to abide by the law and General Mills policy. The Law department can help you draft an agreement.

General Mills prohibits ...

Collecting competitive intelligence in a manner that could violate laws or our ethical standards.

Misrepresenting your identity.

Using improper influence, such as offering employment or cash.

Obtaining information directly from a competitor.

Trespassing, wiretapping or computer hacking.

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Building successful

relationships

Dealing effectively with government officials We strive to develop and maintain relationships with elected and appointed public officials and government agencies. We respond to appropriate government requests for information relating to taxation, licensing, food safety, occupational safety and health, labor practices, environmental protection, and all other regulated areas. And we are actively involved in public policy issues.

While you may be responsible for handling these types of issues, you should not represent the company or company views on legislative, regulatory or policy issues unless you have approval in advance from the Government and Public Affairs department. Any contact with government for the purpose of influencing legislation, regulations or decision-making may constitute lobbying and may require special registrations or disclosures. If you are acting on behalf of the company and believe your actions could have political implications, contact the Government and Public Affairs department.

Look it up coRpoRate poLicies 3, 12, 26

Q: What happens if I receive a subpoena for documents or testimony?

Do not attempt to respond to the issuer of the subpoena directly. A subpoena usually requires a quick response, so forward it immediately to the Law department.

Supporting supplier diversityConsumers and the communities where we operate are increasingly diverse. We strive to reflect their diversity by establishing and growing successful relationships with minority-owned and women-owned businesses. Through our supplier diversity program, we open new avenues of opportunity for General Mills and minority- and women-owned businesses, promoting mutually beneficial growth. Each General Mills business unit and department develops an annual supplier diversity goal to increase business with diverse suppliers.


Sustaining strong partnershipsWe rely on many partners to source, manufacture and distribute our brands. Our suppliers, vendors, licensees and contract manufacturers are carefully chosen based on ethical business practices as well as quality, service and price. These partners must ensure that working hours, conditions, minimum wages, overtime pay and minimum working ages comply with local laws. In return, our partners can rely on us to honor the terms and conditions of our contracts, pay in a timely manner and protect the confidentiality of proprietary information. Whether supplying quality ingredients or helping us get product to market, we recognize that our success lies in the strength of these relationships.


Serving our customers

Q: The mayor of our town is coming to visit our plant. May I provide samples of our products and a gift bag including General Mills logo items?

Many local officials are prohibited from even accepting a cup of coffee. Always check with the lawyer for your unit or the Government and Public Affairs department.

Our customers deliver our products into the hands of consumers. We earn their respect every day by proving that we are fair, honest, reliable, trustworthy, service- oriented and customer-focused. We depend on our customers – supercenters, grocery stores, hospitals, bakeries, restaurants, convenience stores and schools – and we make sure our decisions and actions show they can depend on us.

Tops in educationGeneral Mills partners with customers to engage in causes that are important to our consumers. Parents, students and teachers clip

Box Tops for Education coupons from numerous General Mills products to raise money to offset educational costs in schools throughout the United States. The Box Tops

program has generated more than $200 million for America’s schools since 1996.

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Doing business

around the world

Setting an example We are fortunate to do business around the world, learning from diverse cultures and growing the talents, abilities and experiences of our global workforce. In every market where we operate, we strive to set an example and promote the highest standards of integrity. We recognize and respect the customs and practices of all countries – always striving to conduct our business in a culturally appropriate manner. We comply with local laws, including those pertaining to working hours and conditions, minimum wages, overtime pay and minimum working ages.


Understanding trade regulations Our brands are produced in many countries and shipped across many borders. We comply with customs and trade regulations where we do business by:

Adhering to export and import laws.

Reviewing and abiding by United States trade restrictions.

Reporting on boycott requests and ensuring that General Mills does not support any boycotts imposed by one country on a country friendly to the United States.

Failure to comply with trade regulations can lead to confiscation of our products and other serious consequences for the company. Consult the Import/Export group and the Law department before shipping products from one country to another.


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Q: An agent approached me with an opportunity to export products to a new Middle East market where we do not yet have sales. He has many contacts and is willing to handle all shipping and selling logistics. How should I proceed?

Before shipping products across borders, review the export and import laws of the countries involved, and set up a plan for compliance. Find out whether the countries or parties involved are subject to any trade restrictions. Conduct a proper background check on your agent and the customer involved. Consult with the Finance group and the Law department to help in this process.

General Mills produces some of the best-known brands in the world. Our employees can be found in offices and manufacturing facilities in over 30 countries, delivering our products and brands in more than 100 countries around the world – and growing.

General Mills volunteers in action

In Irapuato, Mexico, General Mills employees are chalking up hundreds of hours as they contribute time and resources to help improve the lives of children and low-income residents. From buying an industrial washing machine for a senior care center to selling hot dogs to raise money for people in need, to helping a local school maintain its computers and set up a network, General Mills volunteers are making a difference. The Gigante Verde (Green Giant) plant’s efforts won them a national award, which recognized companies that lead the industry in creating workplaces that encourage diversity, work/life balance and active involvement in the community where they operate.

22 23

Upholding global

standards

Handling money legally Money laundering occurs when individuals or companies try to conceal illicit funds or make the source of their funds look legitimate. It is often associated with the illegal narcotics and arms trades. Take these precautions to avoid involving General Mills in money laundering activities:

Know your customers well. Assess the customer’s integrity, be familiar with its business practices and perform background checks.

Be clear on what is acceptable and what will not be permitted.

Monitor payments and invoices used in transactions. Watch for questionable transactions or sudden changes in practices. Cash transactions in excess of $10,000 are required by law to be reported.

Concerns about any customer should be reported to your Finance team or the Law department.


•

••

Q: Our distributors are required to have an approved product registration to sell our products. This process can take 12 months, but the distributor suggests he can expedite the process if we are willing to pay the approving agent an extra amount. It looks large. May I pay the extra cost?

This is a payment to a government official and needs to be approved in advance by the Law department and your managing director. It does not matter that the payment may be made by our distributor. It is still attributable to our business. Since the extra amount suggested is large, it does not fall under the narrow exception that allows small payments to expedite routine transactions and therefore, the payment is prohibited.

Q: We are considering a new plant in one of our markets. The local government may give us incentives to locate the plant in its country. The government has requested we fly its representatives to the plant in another country to review our business and operations. May we pay for this trip?

The trip needs to be approved in advance by the Law department and your managing director. Careful scrutiny needs to be made of the trip’s cost (is it excessive?); the officials involved (are family members benefiting from the trip?); and if there is any other purpose for the trip (is it combined with a weekend trip to a tourist destination?). If the answer to any of these questions is “yes,” the trip is not proper.

Q: I was told I have to pay a gratuity to a minor official to clear our products through customs. What should I do?

You may not pay a U.S. customs official under any circumstance. In some countries outside the U.S., small payments to expedite a routine action may be made, but only under limited circumstances. You must consult with the Law department to determine if the requested gratuity will qualify. You must also receive approval of the payment from the Law department and your managing director before any action is taken.

Bribes are prohibitedGiving, offering, authorizing or taking bribes is strictly prohibited. Bribes include money, favors, gifts or entertainment provided to obtain or retain business. We require our distributors, franchisees and suppliers to maintain these same standards when acting on our behalf. When working with government officials, minor gratuities or tips may be permissible in countries where they are customary and legal; however, they cannot be used in any way to give General Mills an improper competitive advantage. These facilitating payments – nominal payments made to expedite a routine government procedure – require the review and approval of your manager and the Law department. Such transactions must be accurately documented in our records.


Q: A customer has requested that we invoice a third party in a different country for payment. The country has a free trade zone and is noted for product diversion. The customer also has suggested it make payment in cash on some of its invoices. Should I change the invoicing and accept these payments?

No. This activity looks suspicious, and money laundering may be involved. The Finance group and Law department should be notified of this request. In general, cash is not an acceptable form of payment, and payments should not be made to third parties. You should know your customer, its reputation and business practices. You should not do business with this customer in this manner and should stop business until a thorough background check is conducted.

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Maintaining corporate integrity

Reporting our performanceGeneral Mills is required to file reports with the U.S. Securities and Exchange Commission that contain information about the company, our businesses and our financial results. To ensure that filings and disclosures are accurate, we rely on a system of accounting policies, internal controls and disclosure procedures. We also rely on these systems for preparing information to present to our investors in financial press releases and investor presentations. If you become aware of inappropriate or fraudulent accounting practices, financial reporting or public disclosures, you should immediately talk to the head of financial operations for your group, the senior vice president of financial operations, or the chief compliance officer. If you wish to remain anonymous, call the Ethics Line.


Q: My manager has asked me to use an accounting method I don’t agree with. What should I do?

There are often multiple acceptable methods of accounting for the same transaction, and a company must choose what treatment provides the most appropriate reporting. You should consult with your finance director or vice president to determine what treatment is in accordance with the company’s accounting practices. If the treatment you are being asked to use is not in accordance with company policy or, in your view, is not appropriate, you must immediately advise the head of financial operations for your group and copy the senior vice president of financial operations and the chief compliance officer.

Disclosing financial informationIn addition to ensuring accurate disclosures in our SEC filings, we are committed to quickly providing full, fair, accurate and understandable public information about General Mills. External disclosure of information related to financial results or corporate performance is the responsibility of the Investor Relations department. We must treat all nonpublic information confidentially to ensure that all investors have simultaneous access to important news about General Mills. You must always check with the Investor Relations department in advance of providing or presenting financial information to anyone outside the company.


Effective corporate governancePursuing long-term strategic objectives, advancing shareholder interests and ensuring the integrity of the company’s financial information are central to General Mills’ governance practices. They are based on maintaining a diverse, highly qualified and independent board of directors. The board’s committees meet regularly and are composed entirely of independent directors. Committee charters ensure strong oversight of company strategy and activities, resulting in superior business decisions that benefit shareholders. A top priority for the board and its audit committee is to oversee the preparation of the financial statements and protect the integrity of the company’s financial reporting process. The board and audit committee are also responsible for overseeing the Ethics & Compliance program, including training and compliance with this Code of Conduct, and our policies.

26 27

CONNECT … and discuss the issue Your manager is the best place to start. Depending on your concern, however, you may feel more comfortable talking to someone else. These resources are available and ready to help:

Human Resources 763-293-4772

Law Department 763-764-3863

Chief Compliance Officer 763-764-3630

Ethics & Compliance 763-764-6693

CALL … the Ethics Line 800-210-2878The Ethics Line is hosted by an independent reporting service. It’s available 24 hours a day, 7 days a week, from any location worldwide. You may choose whether or not to remain anonymous. For callers outside the U.S., Canada and Puerto Rico, you will find instructions on the next page of this booklet. Interpreters are available on the Ethics Line.

CLICK … on the Ethics & Compliance page of Champions Network

The Ethics & Compliance page on Champions Network has a link to report a concern online. You may also express a concern by logging on to www.ethicspoint.com. Just like with a phone call to the Ethics Line, you may remain anonymous if you choose, and translations are available. If you are looking for more information, the Ethics & Compliance page also has General Mills ethics and compliance policies, training, articles and links to other resources to help you.

••••

If you have aquestion,

concern or wish to report

a violation...

Using the Ethics Line If you use the Ethics Line to report a situation or ask a question – whether by phone or online – you may remain anonymous if you desire. If you choose to remain anonymous, you will receive information on how to create a password to check on the status of your report.

What happens next?If you make a report, it will be investigated. You may be asked to provide more information. If you reported anonymously, the questions will be posted through the reporting service for you to review and respond. You may or may not receive information on the ultimate results of the investigation, but you will receive confirmation that the issue has been addressed.

Our pledgeWe are all responsible for our ethical culture. General Mills ensures that employees have every possible means to express a concern should they wish to step forward. The company will not retaliate against you for making a good faith report about a questionable business practice or behavior. Employees who knowingly make false accusations, provide false information or act improperly will be disciplined.

International Ethics Line AccessUse these codes when calling the Ethics Line from outside of the United States, Canada and Puerto Rico. If a number does not work properly, please go to www.ethicspoint.com and report your question or concern online.

Argentina 0-800-288-5288 (ALA)

0-800-555-4288 (Telecom)

Australia 1-800-551-155 (Optus)

1-800-881-011 (Telstra)

Brazil 0800-890-0288 0800-8888-288

China-Northern 108-710 or 108-888China-Southern 108-10 or 108-11Colombia 01-800-911-0011 01-800-911-0010France 0-800-99-0011

Germany 0-800-225-5288 Greece 00-800-1311

Hong Kong 800-96-1111 (Hong Kong Telephone)

800-93-2266 (New World Telephone)

India 000-117

Indonesia 001-801-10

Israel 1-800-94-94-949 (Bezeq)

1-800-922-2222Italy 800-172-444 Japan 0066-55-111

(Softbank Telecom)

0044-11-111 (Softbank Telecom)

005-39-111 (KDDI)

Korea 550-2872 (DACOM US Military)

00-309-11 (DACOM)

550-4663 (Korea Telecom US Military)

00-729-11 (Korea Telecom)

Lebanon 426-801 (Beirut)

01-426-801 (outside Beirut)

Malaysia 1-800-80-0011

Mexico 01-800-288-2872 001-800-462-4240

Morocco 002-11-0011

Netherlands 0800-022-9111 Netherlands Antilles 001-800-872-2881 New Zealand 000-911

Philippines 105-12 or 105-11 Singapore 800-011-1111 800-001-0001 South Africa 0-800-99-0123 Spain 900-99-0011 Sweden 020-799-111 Switzerland 0-800-89-0011 Taiwan 00-801-102-880

Thailand 1-800-0001-33 001-999-111-11 United Kingdom 0-800-89-0011 0-500-89-0011 Venezuela 0-800-552-6288 0-800-225-5288

Accidents ........................................6

Accounting practices ...................26

Advertising ....................................9

Anonymity ....................................28

Antitrust laws ...............................18

Assets, use of ...............................10

Audit Committee .........................27

Board of Directors .......................27

Boards, sitting on .........................16

Boycotts ........................................23

Bribery ..........................................25

Child labor ....................................22

Community involvement .... 9, 14, 23

Competition laws .........................18

Competitive intelligence .............19

Competitors ........................... 18, 19

Compliance Officer ......................28

Computers ....................................10

Confidentiality ........................12, 27

Conflicts of interest .....................16

Consumers ..................................8, 9

Corporate governance ................27

Customers ....................................21

Decision making .............................3

Discrimination ................................5

Diversity ................................4, 5, 21

Document, careful drafting ..........13

Document holds ...........................13

Document retention ....................13

Electronic communications, protection of .............................12

E-mail, use of .......................... 12, 13

Employee responsibilities .........2, 3

Entertainment ........................ 17, 25

Environmental protection ...........15

Equal employment opportunity .....5

Equipment, use of ........................10

Ethics Line ....................................28

Expense reporting .......................10

Facilitating payments...................25

Financial accountability ...............10

Financial reporting and disclosure ............................ 26, 27

Food safety .....................................8

Foreign Corrupt Practices Act ....25

Gifts ........................................ 17, 25

Global workplace .........................22

Government, relationships with ......................20

Gratuities ................................ 17, 25

Harassment ....................................5

Inclusion ..........................................5

Information, protection of ...........12

Injuries ............................................6

Insider trading ..............................11

Intellectual property ....................13

Internet, use of .............................10

Investigations ...............................28

Labor standards .......................5, 22

Legal holds ...................................13

Litigation .......................................13

Lobbying .......................................20

Local laws .....................................22

Minimum wage .........................5, 22

Minority-owned businesses ........21

Money, legally handling ...............24

Non-retaliation commitment ... 3, 28

Overtime pay ......................5, 21, 22

Partners ....................................9, 21

Political activities and contributions .............................20

Privacy, consumer ..........................9

Privacy, employee ..........................7

Product quality ...............................8

Public officials ..................17, 20, 25

Records management ..................13

Reporting a concern ....................28

Resources .....................................28

Safety ..............................................6

SEC disclosure ..............................27

Shareholders ............................9, 27

Stakeholders .................. 8, 9, 14, 21

Subpoenas ....................................20

Suppliers .......................................21

Sustainability ................................15

Threats ............................................5

Trade regulations .........................23

Trading stocks ..............................11

Vendors .....................................9, 21

Violent behavior .............................5

Volunteerism ..........................14, 23

Women-owned businesses ..........21

IndexYou can find company policies on Champions Network. You can also contact the Ethics & Compliance group, the Law department or Human Resources to request this information.

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Number One General Mills Boulevard

Minneapolis, MN 55426

www.generalmills.com

©2008 General Mills

The General Mills Ethics & Compliance group, led by our chief compliance officer, creates awareness about ethics and compliance throughout the company. This group can help you understand polices and the law and also help you handle ethical dilemmas. You may wish to start by talking to your manager or Human Resources if you have a question or concern. Should you need help, the Ethics & Compliance group is available to assist you. Call 763-764-6693 or e-mail [email protected]. Ethics and compliance information and resources also are available on Champions Network.

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