Corporate Responsibility

At Kraft Foods, strong Corporate Governance is Essential. For publicly-held companies like Kraft Foods, good governance attributes include:

• Disclosure of the board's processes
• Independence of a majority of the directors
• Respect for shareholder rights
• Compliance with legislation and regulations

Kraft Foods' Board of Directors believes that effective corporate governance principles and practices, together with the company’s Articles of Incorporation, By-laws, Code of Business Conduct and Ethics for Directors and Corporate Governance Guidelines, provide a strong framework to assist them in upholding their fiduciary responsibilities to shareholders and promoting the long-term success of the company.

Kraft has an audit committee to handle all financial aspects and report current information to stakeholders.  A public affairs committee is responsible for discharging the board’s responsibilities relating to public policy issues. The committee oversees Kraft Foods' attention to public policy and social trends affecting Kraft Foods; social accountability; business practices of special interest to policy-makers and the public at large; Kraft Foods’ global communication, media relations and community relations; Kraft Foods' Political Action Committee; the impact of business operations and business practices on communities where Kraft Foods does business; Kraft Foods' corporate citizenship programs and activities, including charitable contributions; and shareholder proposals related to public issues. The finance committee is responsible for considering and making recommendations to the Board on the management of Kraft Foods' financial resources and on major financial strategies and transactions.
The Nominating & Governance Committee is responsible for identifying and nominating individuals as board members, recommending a slate of nominees for election at each annual meeting of shareholders, making recommendations to the board concerning the appropriate size, function, needs and composition of the board and its committees, developing and recommending to the board the corporate governance guidelines and overseeing the evaluation of the board and its committees. The Human Resources and Compensation Committee oversees the company’s executive compensation, including determining the compensation of the Chief Executive Officer, producing an annual Human Resources and Compensation Committee report on executive compensation to be included in the company’s proxy statement in accordance with applicable Securities and Exchange Commission rules and regulations, and reviewing the succession plans for the Chief Executive Officer and other senior executives.