Ethics and Compliance

Policy on Engaging Independent Registered Public Accounting Firm

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Purpose:

To establish guidelines for engaging and hiring the independent registered public accounting firm and assessing its independence.

Scope: This policy applies to H. J. Heinz Company and all of its Business Units (the “Company”).

Scope:

This policy applies to H. J. Heinz Company and all of its Business Units (the “Company”).

Requirements:

1.0 The Company’s independent registered public accounting firm is engaged to perform audit, audit-related, and certain other non-audit services, provided that those services are approved by the Audit Committee as long as they are not prohibited by the SEC or the Public Company Accounting Oversight Board (the “PCAOB”) and do not otherwise adversely affect the independent registered public accounting firm’s independence. The services that the independent registered public accounting firm is prohibited from performing are identified in Paragraph 2.0.

2.0 The following services may not be performed by the Company’s independent registered public accounting firm:

1. financial information systems design and implementation;
2. broker-dealer, investment adviser, or investment banking services;
3. internal audit outsourcing services;
4. appraisal or valuation services, fairness opinions, or contribution-in-kind reports;
5. bookkeeping or other services related to the accounting records or financial statements;
6. legal services;
7. expert services unrelated to the audit;
8. management functions;
9. human resource services;
10. actuarial services (except where the independent registered public accounting firm uses its actuaries to assist in conducting the audit, and the Company uses its own actuaries or third party actuaries to provide management with its actuarial capabilities);
11. rendering of tax advice with respect to aggressive tax position transactions or confidential transactions;
12. preparation of tax returns other than corporate tax returns;
13. funding-based, value added fee, and any contingent fee arrangements; and
14. any other services that the SEC or the PCAOB may determine, by regulation, are impermissible.

3.0 Annually, the Chief Accounting Officer will present to the Audit Committee, for its approval, a description and recommendation regarding the likely services and the estimated fees to be paid to the Company’s independent registered public accounting firm for all planned or expected audit, audit-related and permitted other non-audit services for the upcoming fiscal year, which description will be included in the Audit Committee minutes. The description of such services shall be in sufficient detail to provide a clear understanding of the nature of the specific services to be approved, and enable the analysis of whether the service would be prohibited under paragraph 2.0 or otherwise would impair an auditor’s independence. In considering whether to approve services, the Audit Committee shall consider whether the provision of such services, in the Audit Committee’s view, would impair the independence of the Company’s independent registered public accounting firm.

3.1 To the extent that, throughout the year, a need arises for services other than those approved services described in the Audit Committee minutes, or services involving fees that exceed the previously approved estimated fee amounts set forth in the Audit Committee minutes, those proposed services may be presented to the Audit Committee for approval at its next scheduled meeting.

3.2 To the extent that, between scheduled Audit Committee meetings, the need arises for services other than those approved services described in the Audit Committee minutes, or services involving fees that exceed the previously approved estimated fee amounts set forth in the Audit Committee minutes, the Audit Committee Chairperson has the authority, on behalf of the Audit Committee, to review and approve such services. A description of any services approved pursuant to such delegated authority, along with the estimated fees to be paid to the independent registered public accounting firm, shall be presented to the full Audit Committee at its next scheduled meeting.

4.0 To preserve the independence of the independent registered public accounting firm, the Company is prohibited from hiring anyone for a financial reporting oversight role for the Company, or appointing a member of the Board of Directors, if such person served as a member of the independent registered public accounting firm engagement team at any time during the one-year period preceding the date that audit procedures commenced for the fiscal period that included the date of initial employment or election to the Board of the audit engagement team member or if such person has certain financial and other continuing relationships with the independent registered public accounting firm. In addition, the Company is prohibited from hiring anyone for an accounting role if such person has certain financial and other continuing relationships with the independent registered public accounting firm. Each annual audit engagement period begins on the day after the Company files its annual report for the previous fiscal year and ends on the day the Company files its annual report for the current fiscal year.

5.0 At least annually, the Chief Accounting Officer will disclose to the Audit Committee the total fees paid to date during any fiscal year to the Company’s independent registered public accounting firm for all services, describe the types of services rendered and represent to the Audit Committee that he/she believes the auditors to be independent.

6.0 Annually, the Audit Committee will receive from the independent registered public accounting firm a written representation as to whether the auditors have complied with all applicable independence regulations and are independent of the Company and a report describing any relationships between the auditors and the Company.

7.0 Annually, the Audit Committee will take into account the conclusions of the Chief Accounting Officer and the independent registered public accounting firm in assessing auditor independence.

8.0 The Chief Accounting Officer has issued a more specific policy governing engaging the independent registered public accounting firm as set forth in Heinz Financial Policy FC.05 (Engaging the Independent Registered Public Accounting Firm).

Administrative Responsibility:

The Executive Vice President and Chief Financial Officer is responsible for the supervision and administration of this policy.

The Chief Accounting Officer is responsible for monitoring and updating this policy.