Stockholders trust us to use all of our assets – people, finances, manufacturing, information – to grow our business responsibly and sustainably and to increase the value of their investment in Sara Lee.
Honest and accurate recording and reporting of information is extremely important. Investors count on Sara Lee to provide accurate information about its business and to make responsible business decisions based on reliable records. Employees throughout Sara Lee are responsible for recording many kinds of information honestly and properly.
It is prohibited, for example, to make false claims on an expense report or time sheet, to falsify quality or safety results, to record false sales or record them early, to understate or overstate known liabilities and assets, or to defer recording items that should be expensed. No entry may be made that intentionally hides or disguises the true nature of any transaction.
All financial books, records and accounts must accurately reflect transactions and events, and conform both to generally accepted accounting principles and to Sara Lee’s system of internal controls. Undisclosed or unrecorded funds, assets or liabilities are not allowed. Employees uncertain about the validity of an entry or process are expected to consult the internal audit group. Employees also may raise concerns about accounting practices to the Business Practices Resource Line or the audit committee of the board of directors.
Almost all business records—including email and computer records—may become subject to public disclosure in the course of litigation or governmental investigations. Records also may be obtained by outside parties or the media. Employees should therefore attempt to be as clear, concise, truthful and accurate as possible when recording any information. Avoid exaggeration, colorful language, guesswork, legal conclusions, and derogatory characterizations of people and their motives.
Documents should be destroyed only in accordance with the applicable document retention policy, and never in response to or in anticipation of an investigation or audit. Contact the law department if there is any doubt about the appropriateness of document destruction.
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| “I was satisfied by the Resource Line
because I felt the issue was taken seriously,
investigated properly and resolved.” - USA |
When Sara Lee provides information to the public, it has an obligation to accurately and completely report all related material facts. In order to ensure that Sara Lee complies with its obligations, employees receiving inquiries regarding Sara Lee’s activities, results, plans or its position on public issues should refer the request to the corporate affairs department, or to the designated spokesperson.
All employees are entrusted with numerous company assets, and have a responsibility to protect them. These assets include cash and other financial assets, buildings and equipment, inventory, computer networks and supplies.
Company resources should be used only to conduct company business or for purposes authorized by management. Company computers or networks may only be used in accordance with company policy, and may never be used to access, receiveor transmit material that others would find offensive. Unauthorized copying of software, tapes, books and other legally protected work is a misuse of assets and may expose the company to legal liability.
Any act by a Sara Lee employee that involves theft, fraud, embezzlement, or misappropriation of any property is prohibited.
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| It wasn’t so much a defining moment as a
defining series of moments. We knew that
most Americans prefer white bread. We
also knew that research was increasingly
showing health benefits of whole grains.
We worked and worked to create our breakthrough
“Soft and Smooth” products—
better health, more sales—a win-win. – USA |
One of Sara Lee’s most valuable assets is information. Like all other assets, information that is not generally disclosed and is valuable to the company (or would be of value to competitors) must be protected. Some examples of the areas that offer Sara Lee a competitive advantage include: trade secrets, detailed sales and profit figures, new product or marketing plans, research and development ideas or information, product formulations and recipes, manufacturing processes, information about vendors, suppliers and customers, and information about potential acquisitions, divestitures and investments.
Safeguard confidential information by keeping it physically and electronically secure, not disclosing it to persons outside of Sara Lee, limiting access and disclosure only to those who need to know in order to do their job, and avoiding discussion of confidential information in public areas like planes, restaurants and elevators. The obligation to preserve Sara Lee’s confidential information is ongoing, even after employment ends.
Stockholders of Sara Lee expect that business decisions are made in the best interest of the company. Actions must be based on sound business judgment, and not motivated by personal interest or gain. Any situation that creates or appears to create a conflict between personal interests and the interests of Sara Lee must be avoided. Potential conflict of interest situations must be reported to the Sara Lee business practices officer as they arise.
A conflict of interest may arise when doing business with or competing with organizations that employ or are partially owned by family members or close personal friends. Family members include spouse, children, parents and siblings.
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| They say not to judge a book by its cover,
but we know that our products are judged
on the inside AND the outside. At Douwe
Egberts we needed to redesign our coffee
packaging and wanted to do it in a way that
was environmentally responsible. The end
result of our efforts was a product that was
not only easier to use, but also reduced the
packaging material needed by 300 tons per
year. When you finally find a solution that
makes good environmental sense and good
business sense, that’s a big achievement. – The Netherlands |
Employees may not own, either directly or indirectly, a substantial interest in any business entity that does or seeks to do business with, or is in competition with Sara Lee, without written approval of the Sara Lee business practices officer. As a guide, “substantial interest” includes the ownership by an employee or family members of more than 5% of a company’s outstanding securities or that represents more than 5% of the total assets of the employee or family members. Employees also are prohibited from taking for themselves business or investment opportunities that are discovered through the use of corporate property, information or position. This includes directly or indirectly buying, leasing or otherwise acquiring rights to any property or materials if they believe that Sara Lee also may be interested in pursuing such opportunity.
Employees may not work for or receive payments for services from any business entity that does or seeks to do business with, or is in competition with Sara Lee, if this work or payment may influence any decision that might be made in the performance of their regular duties. A conflict of interest also may arise if an employee’s outside employment activities are so demanding that they interfere with an employee’s ability to fulfill his or her responsibilities to Sara Lee, or if there is a risk that the outside employment may cause the employee to disclose Sara Lee’s confidential, proprietary or trade secret information.
Subject to any applicable local legal requirements, Sara Lee executives and managers are required to obtain written approval from their supervisor prior to engaging in any non-conflicting outside employment.
Confidential or “inside” information obtained through employment with Sara Lee may not be used for personal benefit. Employees are prohibited from trading Sara Lee securities, or the securities of other companies, while they are aware of such material inside information that is not publicly available to others. Employees also are prohibited from disclosing such information to other people. Material information includes news about acquisitions, investments, new business relationships, financial results, important management changes and other information that a reasonable investor would consider important when deciding whether to buy, sell or hold a security.
If doubt exists as to whether the information is material or has been released to the public, do not trade until you have consulted with the law department. In order to avoid the appearance that any Sara Lee employee is trading on material inside information, no employee should engage in “short sales,” or trade in puts, calls or other options on Sara Lee’s stock. Employees may purchase and sell Sara Lee-issued securities, as long as they are not aware of material inside information at the time of the purchase or sale.
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