A Champions Code of Conduct

Every decision Every action Every day

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.

Table of Contents
Letter from the CEO

Do whats right every day

Treating employees well

Protecting our people

Maintaining consumer trust

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

Managing finances and

assets carefully

10

Maintaining corporate integrity

26

Communicating appropriately

12

Our communities, our world

14

If you have a question, concern

or wish to report a violation

28

International Ethics Line access

29

Index 29

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
andconsistent 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
proudlyreflect the values of General Mills the Company of Champions.
Sincerely,

Ken Powell
Chief Executive Officer

Do whats

right

every day.

The decision is right if

you can answer 'yes' to
these questions.
Am I being fair and truthful?

Ethical companies are built by ethical people

Set an example

General 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.

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:

Know whats 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 dont 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.

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.

 Is it legal and consistent with

company policy?
 A
 m I acting in the best interests
of the company and our
stakeholders?
 W
 ould I be proud to tell
someone I respect about it?
 W
 ould I be comfortable seeing
it reported in the news media?
 W
 ill it protect General Mills
reputation as an ethical
company?

Emphasize that help is available if its 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.

Treating

employees
well

A great place to work

Our most valuable asset

Strength through diversity

We 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.

General 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.

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HR policies Equal Employment Opportunity, Harassment Free Workplace and Hiring Practices

Maintaining a respectful workplace

Our 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

Americas 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

Protecting

our people

Working safely

Maintaining employee privacy

Your 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.

Privacy protection is important. We manage your personal information

consistent with these guiding principles:

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workplace safety and environmental protection and HR Policy safety in the workplace

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.

Your personal security

Another 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.
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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.
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DATA GOVERNANCE AND DATA CLASSIFICATION STANDARD

Employment Practices, Workplace Safety and Environmental Protection

and hr policies Violence-Free Workplace and Weapons-Free Workplace

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.

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. Im 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.

Maintaining
consumer trust
Delivering our best
for our stakeholders

Earning consumer confidence

Responsible advertising

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.

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.

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.
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FOOD SAFETY AND REGULATORY MATTERS

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ADVERTISING PRACTICES AND OTHER PUBLICLY MADE CLAIMS

Ensuring consumer privacy

Maintaining consumer trust requires that we use information
appropriately. We are committed to protecting consumers privacy
especially childrens 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.

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:

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.

Employees
Consumers
Shareholders
Customers
Partners
Communities
Vendors

Managing
finances
and assets
carefully

Before you trade

Maintaining financial
accountability

Appropriate use of company

resources

When 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.

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.
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HR POLICY ELECTRONIC COMMUNICATION

Trading stocks and bonds legally

You 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.
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Conduct, Assuring Financial Integrity and Preventing Fraud

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?

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.

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 groups expense
report policy or contact the Expense
Reporting Hotline at 763-293-2733.

10

Q: Do the restrictions on insider trading

apply to 401(k) transactions or stock
option exercises?

Q: How do I know whether I am aware of

material nonpublic information about
the company?

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.

Information is material if it is important

to an investor making a decision about
buying or selling the companys 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.

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, dont share it or trade.

Has someone given you a hot

tip you have reason to believe
is inside information? If yes,
dont share it or trade.

Do you have advance

information regarding our
quarterly earnings or other
significant announcements?
If yes, dont trade until two
business days after our official
public announcement of this
information.

INSIDER TRADING

Conflicts of Interest, Gifts and Entertainment and Other Business

Q: Im concerned about reporting a

suspected fraud. What if I am wrong
and it gets me in trouble, or I hurt
someones reputation?

The answers to these questions

can keep you, your family, your
friends and the company protected
from an insider trading violation.

Q: If I was already planning to

make a trade before I became
aware of material information,
may I still complete the
transaction?

Are you unsure whether

important company news is
inside information? If yes,
dont share it or trade.

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.

11

Communicating

appropriately
Draft documents
carefully

Maintaining confidentiality

Protecting intellectual property

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.

General 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.

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DISSEMINATION OF CORPORATE INFORMATION AND DATA GOVERNANCE

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?

Q: What should I consider before forwarding an internal

e-mail to someone outside General Mills?

Q: I received an e-mail that contains a statement that could be

misunderstood or viewed as improper. What should I do?

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.

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.

12

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INTELLECTUAL PROPERTY

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

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.
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DATA GOVERNANCE AND DATA CLASSIFICATION STANDARD

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.

13

Our

communities,
our world

Making a difference in our communities

Race for the Cure

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.

Yoplait is a steadfast supporter of

womens 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.

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CON FLICTS OF INTEREST, GIFTS AND ENTERTAINMENT AND OTHER BUSINESS CONDUCT

Sustainability and the environment

As 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.

AND PARTICIPATION OF EMPLOYEES IN COMMUNITY AND CIVIC AFFAIRS

Prevent spills or releases.

Hooray for Hillingdon

Over 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 countrys first
hybrid mobile youth club.
Employees also support
Hillingdon boroughs
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.

14

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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WORKPLACE SAFETY AND ENVIRONMENTAL PROTECTION

15

Acting in the
best interest of
General Mills

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 employees 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.
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CONFLICTS OF INTEREST, GIFTS AND ENTERTAINMENT AND OTHER BUSINESS CONDUCT

Common conflicts
of interest

Always refuse gifts

that ...

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:

Are cash or a cash equivalent.

It interferes with your job.

T
 he business is a customer or
vendor or it competes with
General Mills.
T
 he 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):
 O
 wn any stake in a privatelyowned vendor, competitor or
customer.

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.

 O
 wn 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:
 F
 or-profit boards require
approval from your manager and
other senior level executives.
 N
 on-profit boards require
approval from your manager.

16

Are illegal or violate the law.

Receiving and giving gifts

Cause you to feel an obligation.

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 USD from
one source and $250 USD 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 isnt excessive, and it does not
create the appearance of impropriety.

 Influence or give the appearance

of influencing business judgment.

When giving gifts or offering to entertain a business partner, ensure that

your offer does not violate the recipients 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.

 re for entertainment that is

 A
unsavory or otherwise contrary
to our commitment to mutual
respect.

Look it up

 re given as part of an
 A
agreement to do something in
return.
 ould violate the gift and
 W
entertainment policy of the
givers employer.

CONFLICTS OF INTEREST, GIFTS AND ENTERTAINMENT AND OTHER BUSINESS CONDUCT

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 USD 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.

Q: Ive 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.

17

Competing

fairly
and legally
General Mills
prohibits ...
Collecting competitive

Competing with integrity

Collecting information about competitors

General 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:

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.

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

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

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.

COMPETITIVE INTELLIGENCE

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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18

ANTITRUST LAWS AND CONTACTS WITH COMPETITORS

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 Im afraid they wont let
me in if they know Im 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.

19

Building

successful

relationships

Serving our customers

Dealing effectively with government officials

Supporting supplier diversity

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.

Consumers 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.

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. In the few places allowed by law,
use of company funds for political contributions must be approved in writing by
senior level executives, the General Counsel and the Vice President, Government
Relations. 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

Conflicts of Interest, Gifts and Entertainment and Other Business Conduct,

Global GOVERNMENTAL Relations, Political and Lobbying Activities and Responding to
Government Requests or Investigations

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.

20

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?

Look it up

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, serviceoriented 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.

SUPPLIER DIVERSITY

Tops in education

Sustaining strong partnerships

We 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.
Look it up

General 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 Americas schools
since 1996.

WORKPLACE STANDARDS AND ETHICAL SOURCING

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.

21

Doing

business

around
the world
General Mills
volunteers in action

Setting an example

Understanding trade regulations

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.

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

Look it up

WORKPLACE STANDARDS AND ETHICAL SOURCING

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.
Look it up

General Mills produces some of the bestknown 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.

22

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)
plants 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.

TRADE REGULATION RESTRICTIONS

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.

23

Upholding
global

standards

Bribes are ...

Handling money legally

Bribes are prohibited

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:

Giving, 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 outside the U.S., nominal gifts and hospitality
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. Transactions with non-US government officials
must follow our Anticorruption policy and be accurately documented in
our records. Facilitating payments nominal payments made to expedite
a routine government procedure are prohibited and may not be made
under any circumstance.

Know your customers well. Assess the customers 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 USD are required by law to be reported.
Concerns about any customer should be reported to your Finance team
or the Law department.
Look it up

ANTICORRUPTION

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.

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. May I pay the extra
cost?

This is a payment to a government official to expedite

or grease a routine administrative process, also known
as a facilitating payment. These types of payments
are prohibited. Note that it does not matter that the
payment would be made by our distributor. It is still
attributable to our business.

Examples of corruption:
A construction firm working on
behalf of General Mills giving
a lavish gift to a local official to
expedite a permit.

Accepting an expensive vacation

travel package from a vendor
seeking to secure a contract from
General Mills.

Paying a food inspector to overlook

failure to have proper sanitation
procedures.

A customs broker paying a fee to

get General Mills goods cleared
through customs that do not have
proper permits.

TRADE REGULATION RESTRICTIONS

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?

24

Look it up

Giving or receiving something of

value (i.e. gift, cash, favor, donation,
job offer) that alters the behavior of
the recipient.

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 our 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
trips 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.

25

Maintaining
corporate

integrity

Q: My manager has asked me to

use an accounting method I dont
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
companys 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.

26

Reporting our performance

Disclosing financial information

General 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, where allowed by law,
call the Ethics Line.

In 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.

Look it up

ASSURING FINANCIAL INTEGRITY

Look it up

ASSURING FINANCIAL INTEGRITY

Effective corporate governance

Pursuing long-term strategic objectives, advancing shareholder interests and
ensuring the integrity of the companys financial information are central to
General Mills governance practices. They are based on maintaining a diverse,
highly qualified and independent board of directors. The boards 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 companys 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.

27

If you have a

question,

concern or
wish to report
a violation ...

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 763-293-2334
Chief Compliance Officer 763-764-3630
Ethics & Compliance 763-764-6693

CALL the Ethics Line 1-800-210-2878

The Ethics Line is hosted by an independent reporting service.
Its available 24 hours a day, 7 days a week, from any location
worldwide. You may choose whether or not to remain anonymous,
where allowed by law. 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 ofonChampions
the Ethics & Compliance page
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 generalmillsethics.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.

28

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 pledge
We 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 Access

Index

Use 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
generalmillsethics.ethicspoint.com and report your
question or concern online.

You 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.

Argentina
0-800-555-0906 (Spanish)
0-800-444-8084 (English)

Malaysia
1-800-80-8641

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

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

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

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

Australia
1-800-339276

Mexico
001-800-840-7907 (Spanish)
001-866-737-6850 (English)

Advertising .....................................9
Anonymity.....................................28

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

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

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

Netherlands
0800-0226174

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

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

Belgium
0800-77004

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

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

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

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

Brazil
0800-8911667

New Zealand
0800-447737

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

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

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

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

Canada
1-800-210-2878 (English)
1-855-350-9393 (French)

Philippines
1-800-1-114-0165

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

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

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

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

Community involvement......9, 14, 23

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

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

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

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

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

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

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

China-Northern
10-800-712-1239 (Mandarin)
China-Southern
10-800-120-1239 (Mandarin)
Czech Republic
800-142-550
France
0800-902500
Germany
0800-1016582
Greece
00800-12-6576
Hong Kong
800-964214
India
000-800-100-1071
000-800-001-6112
Israel
1-809-21-4405
Japan
00531-121520 ()
0066-33-112505 (English)
Korea
00798-14-800-6599 ( )
00308-110-480 (English)
00798-1-1-009-8084 (English)

Singapore
800-1204201
South Africa
080-09-92604
Spain
900-991498
Sweden
020-79-8729
Switzerland
0800-562907
Taiwan
00801-13-7956
Thailand
001-800-12-0665204
United Arab Emirates
8000-021*

8000-051 (U.S. Military Bases)*
8000-061 (U.S. Military Bases)*

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

*At the prompt, dial

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

1-800-210-2878

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

United Kingdom
0800-032-8483
Venezuela
0800-1-00-4586

Equal employment opportunity......5

Equipment, use of.........................10
Ethics Line.....................................28
Expense reporting........................10
Facilitating payments...................25

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

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

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

Financial reporting and

disclosure............................. 26, 27

Trading stocks...............................11
Vendors......................................9, 21

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

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

Foreign Corrupt Practices Act.....25

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

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

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

29

The Company of Champions

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 ethics@genmills.com.
Ethics and compliance information and resources also
are available on Champions Network.

Number One General Mills Boulevard

Minneapolis, MN 55426
www.generalmills.com

2013 General Mills