Download the Heinz Global Code of Conduct (PDF)

MISSION STATEMENT AND VALUES .................................................... 4 

INTRODUCTION ........................................................................................ 5 

Global Code of Conduct ............................................................................. 6 

Responsibilities as Employees and as Managers ..................................... 7 

Reporting Code of Conduct Violations and Other Ethical Issues ............... 8 

Ethics and Compliance Hotline .................................................................. 8 

GLOBAL CODE OF CONDUCT ................................................................ 9 

Conduct Involving Ourselves and Our Fellow Employees .......................... 9 

Conduct Involving Our Consumers and Customers ................................. 11 

Conduct Involving Our Shareholders and Our Business Resources ........ 12 

Conduct Involving Our Suppliers and Competitors ................................... 16 

Conduct Involving Our Communities ........................................................ 18 

WAIVERS AND AMENDMENTS ............................................................. 20 

Heinz ⏐Code of Conduct⏐2010 

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Our mission is simple: As the trusted leader in nutrition 

and wellness, Heinz – the original Pure Food Company 

– is dedicated to the sustainable health of people, the 

planet and our Company. 

Team Building and Collaboration 

We embrace great ideas from everywhere and everyone and 

respect all individuals. 

Innovation 

We spot consumer and customer needs and meet them with 

simple creative solutions. 

Vision 

We define a compelling, sustainable future and create the path 

to achieve it. 

Results 

We deliver on commitments, take accountability and balance 

the short- and long-term. 

Integrity 

We always tell the truth, act with the highest ethical standards 

and ensure that our products are of the highest quality. 


4

It is, and has always been, the policy of H. J. Heinz Company to maintain the highest level of 

professional and ethical standards in conducting its business affairs. The Company places the 

highest importance on our reputation for honesty, integrity and high ethical standards. It is a 

reputation that originated with our founder, Henry John Heinz, who used clear bottles for his 

products, unlike his competitors, so that customers could see that Heinz’s products stood for 

quality and were not made with cheap fillers. 

This Global Code of Conduct (“Code”) reaffirms our long-standing commitment to high standards 

of ethical conduct. It describes the legal and ethical responsibilities that each of us, all around the 

Heinz world, is expected to fulfill. 

As used in this Code, the terms “Company” and 

“Heinz” include H. J. Heinz Company, its 

subsidiaries, divisions, business units, and majority-owned joint 

ventures. The term “employees” includes all Company Directors, officers, 

and employees, unless otherwise noted. These policies apply to members 

of the Board of Directors of H. J. Heinz Company insofar as they relate to 

their role as a Director. 

Employees may view a complete set of the Company’s policies, including 

detailed policies related to topics in this Code, at the Company’s internal 

employee website, Heinzweb, at Global Home/Global Policies and 

Procedures. 

Humble beginnings: 

Henry J. Heinz’s house, “where it all began.” 


5

HEINZ EXPECTS ALL EMPLOYEES TO BE GUIDED BY THE FOLLOWING GENERAL PRINCIPLES: 

Guiding Principle # 1 

Compliance with Applicable Laws and Regulations. 

Heinz, like any other business, is subject to many federal, national, state, provincial, local, and international laws and regulations. As Heinz employees, we 

must each comply with all such applicable laws and regulations. For example, if I work in a Heinz plant outside the U.S. I must be aware of and follow the 

U.S. and other laws that prohibit the bribery of government officials and employees. See the Company’s “Conduct of Business – Ethical and Legal Standards” 

policy. – CC.01 


No Conflicts with Heinz’s Best Interests. 

No employee, officer, or Director should put himself or herself in a position where his or her personal interests or relationships conflict (or appear to conflict) 

with the best interests of the Company. So, if I want to hire my sister’s print shop to print our annual Spring coupons, I must first advise my supervisor of our 

relationship and let him/her make the final decision about using the services of my sister’s shop. 


Adherence to High Ethical Standards. 

Each of us at Heinz must adhere to the highest ethical standards of conduct in all of our business activities and must act in a manner that enhances the 

Company’s reputation in the business community and with the public. Integrity is, and must continue to be, the basis of all our business relationships. 

No code of business conduct and ethics can cover every situation in our daily business lives that may require an ethical or legal decision. Employees facing 

situations not addressed specifically in this Code, should consult the Global Operating Principles, the Supplier Guiding Principles, and the Company’s policies. 

If a situation is not addressed by any of this guidance, employees should apply the overall philosophy and concepts set forth in this Code along with their own 

good judgment and the highest ethical standards observed by honorable people everywhere, as well as input from supervisors, management, and professionals 

within the Company, as appropriate. If employees have any doubts or questions, they should seek advice from the Ethics Department or the Law Department 

before taking any action. 


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High standards of behavior are expected of each of us. Every employee is required to understand and comply fully with Company policies and standards and with 

all applicable laws and regulations. It is critical that you read, understand, and adhere to the Company’s policies, which are available on the Company’s internal 

employee website, Heinzweb. As Heinz employees, we each have a right to report violations of the law, the Code or Company policies, but importantly, we each 

also have a duty to report such violations. This collective responsibility to guard our Company from wrongful acts and report actual or suspected violations of our 

principles is critically important in keeping the Company safe from the damaging effects of inappropriate or illegal behavior of other employees. 

Thus, compliance with this Code, the Company’s policies, and all applicable laws and regulations must be taken seriously by all employees. Violations will not be 

tolerated and could result in disciplinary action being taken against any employee, including dismissal from employment or removal from the Board. We strive to 

enforce the Code promptly, consistently, and effectively, and each of us is required to cooperate with Company personnel in the event we are requested to assist 

in an investigation of a reported violation of the law, our Code of Conduct, or other Company policies or principles. A failure or refusal to cooperate in a Company 

investigation can also result in disciplinary action. 

Non-production employees will be expected to certify annually that they are in continuing compliance with this Code. 

All Managing Directors must use best efforts to ensure the Company’s policies are fully understood and followed by the employees in their Business Units and 

must annually affirm to the Executive Vice President and General Counsel that to the best of their knowledge the area, functions or operations under his or her 

authority are in compliance with the policies. Each of the Managing Directors and their management teams are responsible for communicating Company policies 

to their employees and for maintaining a work environment where constructive and open discussions, including good faith reports of violations, are encouraged 

and expected, without fear of retaliation. 

The Company’s Board of Directors (“Board”) is ultimately responsible for the oversight of these policies. The Board has designated its Corporate Governance 

Committee to administer the policies. The Executive Vice President and General Counsel, the Senior Vice President - Corporate Audit, and the Vice 

President Enterprise Reputation and Risk Management (ER²M) and Ethics and Compliance (“Compliance Officers”), will assist in administration of these 

policies. 


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Each of us must be alert and sensitive to situations that could result in actions being taken that might violate applicable laws or the standards of conduct set forth 

in this Code and in our Company policies. If you violate or think you have violated any provision of law, this Code or Heinz policies, or if you observe, learn of, or 

in good faith suspect that another person has violated any such provisions, you must immediately report the actual or suspected violation. Employees should first 

raise such matters with their immediate supervisor. Doing so may provide valuable insights or perspectives and encourage prompt resolution of problems within 

the Business Unit. 

Many significant and well-publicized ethical lapses at global corporations have begun as small matters. Rather than reporting such problem at the time and 

resolving it, the employee often covered it up and tried to ignore it or hope that it would resolve itself, only to see it grow in size until it was a much bigger and more 

damaging problem. We can lessen this risk at Heinz if each of us commits to reporting problems when they first occur, before they grow increasingly damaging to 

our business and reputation. 

If you are not comfortable bringing the matter up with your immediate supervisor, or you do not believe your supervisor has dealt with the matter properly, you 

should raise the matter, depending on the nature of the issue, with your local Human Resources representative, the Director – EEO Compliance & Diversity, a 

member of the Law, Ethics, or Corporate Audit Departments or a Compliance Officer. Alternatively, you may contact the Heinz Ethics and Compliance Hotline. 

Executive officers and members of the Heinz Board of Directors should raise such matters with the Executive Vice President and General Counsel. 

ETHICS AND COMPLIANCE HOTLINE 

If reporting in person is not appropriate for you or if you prefer to remain anonymous, you may 

call the 24-hour, toll-free Heinz Ethics and Compliance Hotline (888) 840-2327. Please note 

that this is a North American toll-free number for U.S. and Canadian employees. If you are 

an employee outside of the U.S. and Canada, you may use a collect calling procedure to 

call the Hotline (770) 582-5213, or a country specific direct dial number. Additionally, you 

may report a concern from your home or work computer through the web-based 

reporting tool. Information regarding the link to web-based reporting is posted 

throughout your location in addition to access from Heinzweb. 

If you report an actual or suspected violation in good faith, you will not be subject 

to retaliation of any kind. Heinz will take steps to protect each of us from 

retaliation so that we are all comfortable in reporting violations and protecting 

the Company. A violation of the requirement to report violations or to 

cooperate in an investigation may result in disciplinary action. Employees 

who knowingly submit false reports will also be subject to disciplinary 

action. 


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CONDUCT INVOLVING OURSELVES AND OUR FELLOW EMPLOYEES 

As employees of Heinz, we strive everyday for excellence in the Company’s business, through ethical business practices, innovation, 

and service with distinction. We must be aware of the impact our conduct has on our business and on the lives of our consumers, 

customers, fellow employees, and the public. Consequently, we must each be committed to the following: 

Compliance with Laws 

Each of us must comply with all applicable laws, rules, and regulations in every jurisdiction in which we do business. 

See the Company’s “Conduct of Business – Ethical and Legal Standards” policy. – CC.01 

These laws include, among others in the U. S., the antitrust laws, securities laws, including the Sarbanes-Oxley Act of 2002, 

and laws prohibiting insider trading, employment laws, environmental and safety, trade laws, the Food, Drug and Cosmetic 

Act, along with other applicable federal, state, and local laws, as well as similar laws and regulations of the various 

jurisdictions around the world where Heinz operates. 

Equal Employment Opportunity and Policy Prohibiting Sexual and Other Harassment 

Under the Company’s equal employment opportunity policy, the Company affords full equal employment opportunity to all qualified employees and applicants 

in conformity with all applicable laws and regulations. If you have any question about applicable legal requirements, you should consult the Law Department. 

See the Company’s “Equal Employment Opportunity” policy. 

All personnel decisions, including but not limited to those relating to recruitment, hiring, training, promotion, compensation, benefits, transfers, education, 

and tuition assistance, will continue to be made based solely upon an employee’s or applicant’s qualifications, skills, performance, and abilities and without 

regard to any condition or characteristic protected by applicable law. We will strive to enhance the systems, skills and environment that will equip and 

encourage fellow employees to foster a culture that embraces diversity and inclusion. 

Under the Company’s policy prohibiting sexual and other harassment, the Company is committed to maintaining a work environment that is free of 

harassment and will not tolerate harassment of Company employees by anyone, including any supervisor, co-worker, employee or non-employee, 

vendor, client, or customer of the Company. See the Company’s “Policy Prohibiting Sexual and Other Harassment.” – CC.06 


9

& CO C OL LL LA ABO ORA ATION 

TEAM BUILDING 

Harassment consists of unwelcome conduct, whether verbal, physical or visual, that is based on a person’s gender, race, age, religion, national 

origin, or any other status, characteristic, or condition protected by applicable law. Does sexual harassment always involve a manager and a 

subordinate? No, anyone whose behavior affects someone’s ability to do his or her job can be a harasser, including supervisors, co-workers, 

or even non-employees, such as vendors or contractors. 

Harassing conduct that affects any terms, conditions, or benefits of employment, interferes unreasonably with an individual’s work performance, 

or creates an intimidating, hostile, or offensive working environment, will not be tolerated. For example, sending pornographic images over the 

Heinz email system violates our sexual harassment and our communications policies. Employees have been and will continue to be disciplined, 

up to and including termination of employment, for such acts. 

Worker Health and Safety 

It is our policy to provide a safe and healthy workplace for all of our employees. As part of this 

commitment, Heinz expects all employees to perform their duties in a safe manner at all times. 

All Business Units and facilities are required to comply with all applicable laws regulating 

workplace safety and must implement the Heinz Safety Process as outlined in Heinz’s policies 

and procedures. See the Company’s “Corporate Safety Policy.” – RM.04 

Privacy and Confidentiality 

At Heinz we will strive to comply with all laws which protect the privacy and confidentiality 

of employees’ personal, medical, and financial records and information. Such information will 

only be used or disclosed to the extent authorized by the employee or permitted or required 

under applicable law. 

Each employee recognizes that he or she should not expect privacy when using Company 

provided services and equipment subject to applicable local laws and regulations. The 

Company reserves the right to inspect its facilities and property, including computers, 

telephone records, lockers, email, internet usage, business documents, offices, and other 

workspaces, subject to applicable local laws and regulations. 

Heinz Highlights 

Each of us is required to 

comply with all applicable laws. 

All employees will be treated 

fairly and with respect. 

Heinz is committed to a work 

environment free of 

discrimination. 

Heinz will not tolerate 

harassment of our employees 

by anyone. 

Heinz is committed to providing 

a safe and healthy workplace. 

Heinz will protect employee 

privacy and our confidential 

information. 


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CONDUCT INVOLVING OUR CONSUMERS AND CUSTOMERS 

Heinz is dedicated to manufacturing wholesome, high-quality food products made with safe, nutritious ingredients that are 

disclosed clearly and accurately on the labels of our products. 

Heinz is also dedicated to dealing fairly with its customers. We shall refrain from taking unfair advantage of any customer 

through manipulation, concealment, misrepresentation, inappropriate threats, fraud, abuse of confidential information, or 

similar conduct. Under no circumstances shall Heinz employees make or authorize, directly or indirectly, any illegal or 

improper payments to employees of customers. 

Worldwide Guidelines for Consumer Education, Public Relations, Marketing Communications 

and Advertising 

Heinz has established guidelines for all of our units and affiliates worldwide related to the marketing of our products 

which can be found at www.heinz.com. 

All of the Company’s communications should reflect Heinz’s commitment to integrity, transparency and our longstanding 

commitment to proper nutrition and the health and wellness of consumers. 

The guidelines contain general principles such as: 

All communications must be accurate, factual and honest. 

Products that are deemed inappropriate for children should not be advertised or promoted to children. 

Product Quality and Safety 

The Heinz brand has strong brand equity worldwide. This reputation is based on our history of maintaining high product quality and safety. 

Our goal is to provide customers with safe, nutritious, and wholesome foods. We will: 


Heinz Worldwide 

Guidelines for Consumer 

Education, Public 

Relations, Marketing 

Communications and 

Advertising provide 

general principles and 

guidelines to be followed 

in marketing the 

Company’s products. 

Each of us must comply 

with all applicable food, 

product safety, and 

labeling requirements. 

Strive to consistently deliver products that meet consumers’ expectations and the high standards of Heinz, as well as provide the nutritional 

benefits and food value promised in the products’ labeling and advertising. 

Comply with all applicable food laws and consumer product safety laws in every jurisdiction in which 

we do business. 

Seek continuous improvement in manufacturing and all other areas of our operations in striving to deliver 

high quality products at competitive prices affordable to customers and consumers and markets we serve. 

Label our products in accordance with applicable laws, regulations, and other legal requirements. 

Heinz Global Innovation 

and Quality Center 


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CONDUCT INVOLVING OUR SHAREHOLDERS AND OUR BUSINESS RESOURCES 

Our Shareholders 

Our shareholders expect that we maximize the returns on their investments, while at the same time conducting all aspects of the Company’s business 

in a sustainable manner, ethically and with integrity. Our goal is to deliver consistent and predictable growth for our shareholders year after year. 

Conflicts of Interest 

Potential conflicts of interest involving an employee and/or his or her family members must be brought to the attention of the employee’s supervisor promptly, 

and in all events as early as possible so that any conflict of interest may be addressed and resolved in an appropriate manner. See the Company’s “Conflict 

of Interest” policy. – CC.02 Resolution of the conflict must be in writing and may take the form of prohibiting you from engaging in the conduct if measures 

cannot be taken to avoid an actual or apparent conflict. For example, our Business Unit recently hired my sister-in-law. No one in our Unit knows we are 

related and I had nothing to do with the hiring. As it turns out, we will be working together on a new project, but in different areas. Do I need to disclose this? 

Yes, to avoid the appearance of favoritism, you should each inform your supervisors. 

Examples of potential, actual, or apparent conflicts include the following: 

Any personal benefit that arises from corporate opportunities that are discovered through the use of Company property, information, or position. 

Receipt of improper personal benefits as a result of an employee’s position in the Company. Employees must not accept services or gifts of more 

than nominal value or travel or entertainment that is excessive or not reasonably related to the Company’s business 

from representatives of businesses that are doing or seeking to do business with the Company. 

Cash or cash equivalents must not be accepted under any circumstances. 

For example, a potential supplier to Heinz has offered to pay for all of my expenses (and my spouse’s 

expenses as well) to fly to London to attend the tennis finals at Wimbledon. Is this acceptable? 

Our Conflict of Interest Policy prohibits accepting services or gifts of more than nominal value or travel or 

entertainment that is excessive or not reasonably related to the company’s business. Flying you to London to 

attend the tennis finals at Wimbledon may be excessive for employees outside the United Kingdom. Talk to 

your supervisor, the Law Department or the Ethics Department if you have any questions about application 

of the Policy. 

Any direct or indirect interest in any business entity that does or seeks to do business with Heinz. 

(Investments in publicly traded securities of companies not amounting to more than five percent of that 

company’s total outstanding shares are permitted without advance approval.) 

Any direct or indirect competition with the Company or direct or indirect interests in any business entity that 

competes with Heinz.(Investments in publicly traded securities of companies not amounting to more than 

five percent of the company’s total outstanding shares are permitted without advance approval). 


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VI IS SIO ON 

Company loans to, or guarantees of obligations of, Directors and executive officers are prohibited. Loans to all other employees are also prohibited, 

other than pre-approved relocation loans in connection with the relocation of management employees. 

The Company will avoid work situations that create a direct supervisory/reporting relationship between relatives and will avoid where possible an indirect 

supervisory/reporting relationship between relatives. See the Company’s “Conflict of Interest Policy.” – CC.02 The Board and/or the Corporate Governance 

Committee, as appropriate, will address any conflict of interest question involving a Director, the Chief Executive Officer, or a member of the Office of the 

Chairman. The Chief Executive Officer will address any conflict of interest issue involving any other officer of the Company. 

Use of Company Assets 

All employees are responsible for the proper use of Company assets, such as information, materials, supplies, Company time during the work day, intellectual 

property (including our valuable brands), facilities, software, inventory, equipment and other assets owned or leased by the Company or that are otherwise in 

the Company’s possession. Employees must take all reasonable steps to ensure the Company’s assets are protected from theft, destruction, or other loss. For 

example, Maxwell, a Heinz employee, had a small real estate business “on the side.” On occasion he would spend an hour or two during work hours talking 

with clients to close a deal. He also used the Company copy machine and fax equipment in connection with real estate transactions. This was an 

inappropriate use of Company assets, which may ultimately cost Maxwell his job at Heinz. 

The personal use of Company assets without Company approval is prohibited. All employees must protect 

Company assets. 

Any employee theft, fraud, embezzlement, or misappropriation of Company assets is a serious issue for which 

termination of employment is the likely disciplinary action. 

Company Books and Records and Financial Integrity 

Our financial and other policies are driven by the principle of maintaining the highest level of financial integrity at 

all times. To this end, employees must strive to: 

Comply with this Code and the Company’s financial and non-financial policies. 

Ensure full, fair, timely, accurate, and understandable disclosure in the Company’s filings with the SEC. 

Provide the Company’s Directors, employees, consultants, and advisors involved in the preparation of the Company’s disclosures to the public 

with information that is accurate, complete, objective, relevant, timely, and understandable. 

Act in good faith, responsibly, and with due care, competence, and diligence, without misrepresenting material facts or allowing your independent 

judgment to be influenced by others. 

Record or participate in the recording of entries in Heinz’s books and records accurately, to the best of your knowledge. 

Comply with the Company’s disclosure controls and procedures and internal controls and procedures for financial reporting. 

Comply with the notification requirements for financial reporting issues as set forth in the Financial Policy “Notification of Financial Reporting Issues.” 

– FAR.19 


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IN NNOVATION 

The Audit Committee has adopted a policy for the receipt, retention, and treatment of complaints and concerns regarding accounting, internal control, 

and auditing matters, a copy of which is available on Heinzweb. See the Receipt, Retention and Treatment of Complaints and Concerns Regarding 

Accounting, Internal Accounting Controls and Auditing Matters – CG.09. 

Under this policy you must report any concerns, grievances, or complaints covered by this policy to the Executive Vice President and General Counsel of 

the Company, the Vice President Enterprise Reputation and Risk Management (ER²M) and Ethics and Compliance, any attorney in the Company’s Law 

Department, the Senior Vice President - Corporate Audit, or any auditor in the Corporate Audit Department. Alternatively, you may call the Ethics and 

Compliance Hotline, noted at Page 8 above. At your request, the Company will treat your report with confidentiality to the fullest extent possible, as 

explained more fully in the Policy. You may also make your report anonymously. You will not be punished, penalized or subject to retaliation for reports 

you make in good faith. For example, if on the last day of the fiscal quarter, your supervisor tells you to record as a sale some items that have not yet 

been received by the customer, and won’t be for a day or so, you have a responsibility to speak up and advise a Heinz internal auditor or Compliance 

Officer of this requested violation of Heinz revenue recognition policies. The Audit Committee has adopted this rule in order to “escalate” serious 

potential financial issues to the highest levels in the Company so that we can protect our financial reporting process and continue to provide transparent 

reporting to our shareholders. 

Confidentiality 

Employees must maintain the confidentiality of information entrusted to them by the Company 

or our customers and suppliers, except when disclosure is authorized or legally mandated. 

For example, after the first round of negotiations with a vendor over a new supply agreement, 

Maria, a Heinz employee, found some Heinz documents labeled “Confidential” in the 

conference room. She picked them up and turned them over to the Heinz manager running 

the negotiations. Was this the right thing to do? Yes, Maria was right to protect the confidential 

Company information by picking up the documents rather than leave them in the conference 

room for others not associated with the negotiations to view. 

Security 

All Heinz facilities are committed to offering secure workplaces and providing for the safety 

of employees and the Company’s products. 

The Company has established policies and procedures to safeguard the security of its 

products, facilities, and employees. See the Company’s “Facility and Food Security” policy. 

– RM.02 

Crisis Management and Leadership 

Heinz has implemented plans at our locations and facilities for handling crises such as accidents, natural disasters, or criminal acts. Heinz provides 

training to our managers and other personnel to help prevent crises from occurring and to deal with crises when they do occur. 


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Records Management 

The Company’s comprehensive records management policy applies to all our paper and electronic and audio records, wherever located. It is every 

employee’s responsibility to ensure that our records, including electronic and audio records or messages, are created, retained, protected, and disposed 

of properly. Each employee must comply with all laws relating to records preservation and must not alter, conceal, or destroy documents or records that 

are subject to litigation or governmental investigation. See the Company’s “Record Creation, Protection, Retention and Disposal Policy and Guidelines.” 

– L.01 

Insider Trading 

In accordance with the “Insider Trading and Information Disclosure Policy” – CC.03, you or members of your immediate family living in your household are 

prohibited from buying or selling Heinz stock or the stock of any other company doing business with Heinz if you are in possession of material non-public 

information (“Inside Information”). Any trading in Heinz stock must be consistent with the procedures set forth in that policy. Inside Information 

may include news or information about acquisitions, investments, new business relationships, financial results, important management changes, and 

other information that has the potential to affect the stock price of Heinz or another company. 


Avoid conflicts of interest and disclose situations immediately for appropriate resolution if they could result in an 

actual or potential conflict or the appearance of a conflict. 

Do not accept from suppliers or potential suppliers’ services or gifts of more than nominal value or travel or entertainment 

that is excessive or not reasonably related to the Company’s business. Ask yourself whether accepting the gift will obligate 

or appear to obligate you to the giver. 

Do not use Company resources for personal business or gain. 

Entries in the Company’s books and records must accurately and fairly reflect the transactions and dispositions of 

the Company’s assets and its public reports must include complete and accurate disclosure about the Company. 

Protect the Company’s confidential and proprietary information including its valuable brands. 

Follow the Company’s records management policy. 

If you are aware of Inside Information, do not buy or sell Heinz stock and do not allow any members of your 

immediate family living in your household to buy or sell Heinz stock. 

Do not buy or sell stock of other companies with which Heinz does business if you have Inside Information about 

those companies. 

Check with the Executive Vice President and General Counsel if you have any question whether information is 

material or nonpublic. 


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For example: 

My co-worker tells me that her contact at one of Heinz’s suppliers knows that the supplier will publicly announce shortly that they have been awarded 

a major contract with another company. I think their stock price will increase and would like to buy some stock now. Am I allowed? No. In addition to covering 

trading in Heinz’s stock, Heinz’s Insider Trading and Information Disclosure Policy prohibits buying and selling stock of companies with which Heinz does 

business if you have material nonpublic information about those companies. 

In addition, as provided by the Policy, until such information is publicly disclosed, it is considered Inside Information and should not be disclosed by an 

employee to anyone outside the Company or those inside the Company who do not have a need to know, or used in any manner for the employee’s 

benefit. 

Trading in Heinz stock based on Inside Information is fraudulent and not only harmful to the Company but also to members of the investing public who 

trade without the benefit of such information. Individuals who trade on Inside Information or pass on such information to others face significant penalties 

and potential jail time as well as dismissal from the Company. 

Unless you are an authorized spokesperson, you must not disclose material information about the Company or about one of its suppliers or other business 

partners to the media, shareholders, or others without prior Company authorization. 

CONDUCT INVOLVING OUR SUPPLIERS AND COMPETITORS 

Each employee must strive to deal fairly with the Company’s customers, suppliers, competitors and other employees. No employee should take unfair 

advantage of anyone through manipulation, misrepresentation, inappropriate threats, fraud, abuse of confidential information, or other related conduct. 

Suppliers 

Our suppliers/business partners expect that Heinz will conduct our operations ethically and responsibly. Heinz believes that these values are pre-requisites 

for a mutually beneficial relationship. 

As part of Heinz’s efforts to foster relationships with suppliers who share similar values, Heinz has adopted our Supplier Guiding Principles for suppliers 

with whom Heinz has a contractual relationship. These principles are available on Heinzweb 

and on www.heinz.com. 

The principles emphasize good workplace policies that comply with local labor laws, as well as 

applicable environmental laws. 

Suppliers must comply with all applicable laws and regulations in providing goods and services 

to Heinz including: 

Not employing anyone under the legal working age as defined by local law. 

Not discriminating on the basis of any condition or characteristic that is legally protected. 

Meeting applicable environmental laws. 

Providing employees with healthy and safe working conditions. 


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Competitors 

Antitrust/Fair Competition 

Our Antitrust Policy – CC.04 requires that employees worldwide comply, as applicable, with U.S. antitrust laws, 

and with competition laws in every country in which the Company does business. 

No Heinz employee may enter into any agreement or understanding with any competitor regarding price or 

discuss with any competitor Heinz’s or the competitor’s past, present, or future prices, markets promotional 

programs or terms of sale. For example, at a recent trade association meeting, I was having lunch with the 

managers of two competitors when the conversation suddenly turned to the need to raise the price of certain 

products in order to cover our rising ingredient costs. I remembered receiving some advice once about such 

conversations, but in this instance it happened so fast that I didn’t recall what to do. Did I violate the policy? 

A violation may have occurred. You should end any such conversations immediately, by leaving if necessary. 

Contact the Law Department to report what happened and seek further advice. 

There are other laws dealing with restraints of trade or abuse of market power or dominance. Any questions 

relating to these issues should be referred to the Law Department. 

Any employee or employees of Heinz found to have engaged in price fixing will face termination plus potential 

prison terms and substantial fines, which must be paid personally. The Company will be exposed to substantial 

fines and money damages. Any employee who has a question about potential antitrust or competition law 

implications of a proposed course of action must consult with the Law Department before engaging in 

such action. 


Deal fairly with the 

Company’s customers, 

suppliers, and competitors 

and do not manipulate, 

misrepresent, or use other 

unfair business practices. 

Work with suppliers that 

comply with all applicable 

laws and regulations in 

providing goods and 

services to Heinz as 

provided in the Supplier 

Guiding Principles. 

Do not have any 

discussions with any 

competitor regarding 

prices, markets, 

promotional programs, 

or terms of sale. 


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CONDUCT INVOLVING OUR COMMUNITIES 

Our Communities 

Heinz is committed to being a responsible corporate citizen. Our Company is dedicated to enhancing the quality of people’s lives through our commitment 

to sustainability, health and wellness, and social responsibility. Heinz makes charitable contributions and funds programs that are making a positive impact 

in the community. It is our policy to comply with all laws applicable to us in every jurisdiction in which we operate around the world. We also value our 

contributions to communities in which we operate. Since corporate donations may be subject to U.S. laws including the Patriot Act, you should contact the 

Law Department or the H. J. Heinz Company Foundation before making any charitable contribution. 

Environment 

Heinz is committed to sustainable efforts to protect the planet’s natural resources and to reduce the environmental impact of our food processing operations. 

Heinz is committed to reducing greenhouse gas emissions, solid waste, water consumption and energy consumption by 20% under a global environmental 

initiative that we announced in 2008. Heinz is also focused on implementing or enhancing sustainable practices in every facet of our operations globally. 

Each Business Unit must establish and implement an Environmental Management System 

based on Company guidelines. 

Through the H.J. Heinz Company 

Foundation, our Company funds the 

Heinz Micronutrient Program, which is 

combating iron‐deficiency anemia and 

malnutrition in infants and children 

around the world by providing free 

micronutrients. 


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RESULTS 

Bribery and Corruption 

Heinz has a strict policy against bribery and corruption, which are prohibited by the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act 2010, and 

similar laws and regulations in other jurisdictions. Heinz does not allow employees to make facilitating payments to government officials and Heinz will not 

provide entertainment and gifts or anything of value directly or indirectly to government officials so as to influence them in the performance or nonperformance 

of their duties or induce them to use their influence or secure any improper advantage to obtain or retain business for the Company. See the 

Company’s “Anti-Bribery” and “Gifts and Entertainment” Policies – CC.07 and CC.08. For example, I am discussing with a government official the 

marketing of Heinz’s products for the first time in that country. He is insisting that Heinz hire his brother’s consulting firm to help us. What should I do? 

Consider as a warning flag the official’s insistence on using his brother’s consulting firm. Use caution to confirm this is not a case involving bribery of a 

government official. Consult the Law Department immediately regarding activities which may violate the U.S. Foreign Corrupt Practices Act. 

Political Activity - Heinz respects the rights of individual employees to engage in political activity: however, Company funds, resources or time may 

not be utilized directly or indirectly by an employee for such political activity. 

Political Contributions - To the extent permitted under local laws and regulations, any Company funds, facilities, or services that are intended to 

support the democratic process in any country must be pre-cleared with senior management [and the Heinz Board of Directors]. 


All employees must follow 

Company guidelines 

relating to environmental 

management. 

Do not give money or 

anything of value to 

government officials to 

influence their decisions. 


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IN NT TEG GR RI ITY 

Requests for a waiver of a provision of the Code of Conduct must be submitted in writing to a Compliance Officer within a reasonable period in advance 

of the proposed conduct. Any such request for a waiver must be approved or disapproved by the Corporate Governance Committee, upon the review and 

written recommendation of the Executive Vice President and General Counsel. 

Waivers of certain parts of the Code of Conduct for executive officers and directors must be publicly disclosed promptly in accordance with the rules of 

the SEC and/or New York Stock Exchange listing standards. Depending on the circumstances, such disclosure could be harmful to the Company and to 

the officer or director involved, especially in the event of a failure to notify the Company in advance of the conduct or circumstances that might create the 

need for such a waiver. 

Material amendments to certain parts of these policies that govern conduct by the Chief Executive Officer and the Company’s senior financial officers 

will also have to be disclosed in accordance with the rules and regulations of the SEC or applicable listing standards. 

Heinz reserves the right to change at any time this Code, its policies, guidelines, and related procedures. 

Nothing in this Code of Conduct confers upon any employee any right with respect to continuation of his/her employment, nor does it constitute an 

employment agreement or interfere in any way with an employee’s right or the right of the Company to terminate the employee’s employment, with or 

without cause, and with or without notice. The foregoing sentence is subject to the terms of any written employment contract that the employee may 

have with the Company that is signed by both the employee and an authorized representative of the Company and subject further to the requirements 

of applicable law and the Company’s non-retaliation policy for good faith reporting of actual or suspected violations of law or Company policies, such 

as this Code. 


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