Governance

Ethics

Sara Lee fosters a culture where doing the right thing is our every day way of doing business. Our Global Business Practices program is our global ethics program which emphasizes not only compliance with laws, but more importantly, behavior consistent with Sara Lee’s mission, vision and values. The program gives employees a framework within which to make decisions.

Sara Lee has a global infrastructure of Business Practices Officers overseeing the ethics and compliance program in each of the company’s business units. They are responsible for making sure every employee receives regular training, a key component of the program.

Employees learn from actual case studies about questionable behavior and use the business practices program to agree on a proper course of action.

The company also has Business Practices Committees that meet regularly to assess the organization’s efforts and to review and investigate inquiries, complaints and any allegations of wrongdoing. Employees are encouraged to raise issues through a variety of channels: their supervisor or manager, other managers, Human Resources, Internal Audit, Legal Department, Business Practices Officer, or the Business Practices Resource Line available worldwide 24 hours a day, seven days a week.

Human Rights

As a global corporate citizen, Sara Lee strives to respect and uphold the basic principles contained in the Universal Declaration of Human Rights, the ILO Declaration on fundamental Principles and Rights at Work, and laws in the jurisdictions in which we do business.

Human rights issues are managed as part of our Global Business Standards and detailed in our Policy on Human Rights, as well as our Global Standards for Business Partners. To fulfill our responsibilities to support and respect the protection of internationally proclaimed human rights within our sphere of influence and to avoid complicity in human rights abuses, Sara Lee is committed to:

• Prohibiting forced labor;
• Not employing anyone under the age of 15;
• Preventing discrimination in the workplace based on race, color, gender, national origin, age, religion, disability, veteran status, marital status, sexual orientation and other protected characteristics;
• Protecting against physical, mental or emotional punishment and abuse;
• Respecting the rights of employees to associate freely; and
• Recognizing the lawful rights of employees to choose or not choose collective bargaining representation.

Sara Lee expects its suppliers and business partners to operate in compliance with all applicable laws and regulations, including local environmental, employment and safety laws. We also will not knowingly do business with suppliers who employ non-family workers under the age of 15, employ forced labor, or use corporal punishment to discipline employees, regardless of whether such practices are permitted by applicable law.

In addition, Sara Lee prefers to work with suppliers who seek to go beyond the minimum standards cited above and who, similar to Sara Lee:

• Contribute to the continued education and betterment of employees; and
• Have demonstrated a commitment to standards of environmental stewardship, diversity, employment and community involvement that exceed the minimum legal requirements.

As appropriate, Sara Lee monitors its own operations and from time to time those of its suppliers in order to assess compliance with the principles set forth above, and to strive for continuous improvement of the working conditions of Sara Lee’s employees and those of its suppliers and business partners. We provide training to employees on compliance with laws and Sara Lee policies, including those against discrimination, harassment and retaliation, on workplace safety and on diversity and inclusion. No Sara Lee operation has been identified as having significant risk for incidents of child labor, forced or compulsory labor.

Ethics in Business Partner Relationships

Sara Lee’s commitment to conducting business with integrity does not end with our employees. The Global Standards for Business Partners define the minimum requirements for Sara Lee’s business partners. Sara Lee believes in doing business with those business partners (including suppliers, manufacturers, contractors, joint-venture partners, agents, distributors and consultants) who embrace and demonstrate high standards of ethical business behavior.

Sara Lee expects its suppliers and business partners to operate in compliance with all applicable laws and regulations, including local environmental, employment and safety laws. We also will not knowingly do business with suppliers who employ non-family workers under the age of 15, employ forced labor, or use corporal punishment to discipline employees, regardless of whether such practices are permitted by applicable law.

In addition, Sara Lee prefers to work with suppliers who seek to go beyond the minimum standards cited above and who, similar to Sara Lee:

• Contribute to the continued education and betterment of employees; and
• Have demonstrated a commitment to standards of environmental stewardship, diversity, employment and community involvement that exceed the minimum legal requirements.

Living up to these responsibilities will help create continued success for Sara Lee and its valued business partners.

Anti-corruption

Our Global Business Standards and finance policies emphasize compliance with all applicable anti-corruption laws, including the Foreign Corrupt Practices Act (FCPA), aimed at preventing companies from obtaining or retaining business or an unfair advantage through bribery or other similar inappropriate conduct.

In July 2008, we issued the Global Anti-Corruption Policy and Guidelines and initiated the roll-out of the new global anti-corruption compliance program, which included training for the appropriate employees. We have trained thousands of employees, including those in the legal function, business practice officers, CFO, internal audit, and certain other key employees. We continue to make anti-corruption a priority and train employees accordingly.

Employees who violate our anti-corruption policy are subject to disciplinary action, up to and including dismissal. Business partners who violate anti-corruption laws are subject to termination of all commercial relationships with Sara Lee.

Privacy

It is Sara Lee’s policy to maintain all personal information as confidential, regardless of the purpose for which it is submitted, and to use such personal information only for the specific purpose for which it was volunteered (for example, to submit a comment, receive account information, purchase products, apply for employment, etc.). Please click here to view our Privacy Policy.

Corporate Governance

Sara Lee is committed to excellence in corporate governance as reflected in the Sara Lee Corporate Governance Guidelines, which contain key provisions of Sara Lee’s corporate governance principles. These principles, which have been approved by Sara Lee’s Board of Directors, provide the framework for Sara Lee’s governance practices. We believe these guidelines are important to gaining and retaining the trust of investors, employees, customers and suppliers. We also understand that there is a healthy and dynamic debate about what constitutes sound principles of corporate governance, and therefore the Guidelines are reviewed on a regular basis and revised when applicable.

On August 9, 2010, former chief executive officer and chairman of the board, Brenda C. Barnes, permanently stepped down from her positions to focus on her health after suffering a stroke in May 2010. As a result, the board now consists of 11 members. Board functions, including approval of agendas and information provided to directors, are overseen by an independent, nonexecutive chairman. We believe that diversity in the backgrounds and perspectives of our directors is an integral part of our corporate governance. Two of our current directors are women; one is a significant investor; two are ethnic minorities; four are non-United States citizens or have extensive overseas experience. Our board includes members with diverse business experience.

Current board committees are: Audit, Finance, Executive, Compensation and Employee Benefits and Corporate Governance, Nominating and Policy. All of our directors are reelected each year. For their service, non-management directors receive annual fees that are paid 50 percent in cash and 50 percent in restricted stock units that vest after the director leaves the Sara Lee board. Directors are subject to stock ownership requirements.

Click here for more information on our corporate governance.

Enterprise Risk Management

The Sara Lee Enterprise Risk Management Program (ERM) provides a holistic approach to linking risks to business commitments and ultimately to the drivers of shareholder value and then considering the significance of the risk in the context of our business. This allows us to use the risk information in strategy setting across the enterprise, to identify potential events and opportunities that may affect our business, and then to manage the risk to be within its risk appetite, to provide reasonable assurance regarding the achievement of objectives. Our formal ERM process started in August 2006. As part of ERM we routinely evaluate potential risks, including:

• the uncertainty of an anticipated event occurring that could have an impact on the achievement of business objectives and thereby diminish the opportunity for gain (risk as uncertainty);
• the risks for potential loss or harm that can adversely affect the achievement of a business objective (risk as hazard); and
• identifying opportunities that lead to competitive advantages and increased shareholder value (risk as opportunity).

ERM oversight by senior management helps ensure risk management activities have appropriate controls and are consistent with business strategy and reinforces the importance of risk management at all levels of the company.

Public Policy Engagement

Sara Lee believes that being a responsible corporate citizen requires that we actively engage in the discussion of public policy issues relevant to our business strategies and operations. Topics of current concern range from food safety, environmental issues including energy, greenhouse gas and climate legislation, responsible advertising, tax policy, to international trade. We do so directly and as part of our memberships in consumer goods industry trade associations, such as the Consumer Goods Forum, the Grocery Manufacturers of America, the American Meat Institute, the American Bakers Association and others. Sara Lee discloses any lobbying activities by filing disclosure reports with the appropriate state and federal authorities under the U.S. Lobby Disclosure Act or applicable state disclosures. Federal disclosure reports are available for review by clicking here. During fiscal 2010, Sara Lee formed a Government Affairs Council headed by its vice president, government affairs. This 15-member council of senior executives and subject matter experts evaluates and advises the company on a range of public policy issues that affect Sara Lee North American businesses and our industry.