Exhibit 19.1
GENERAL MILLS, INC.
Insider Trading Policy for
Directors and
Officers
EXECUTIVE SUMMARY
v
Under federal
securities laws, you may not buy or sell Company securities (stock or debt)
when you
have material information
about the Company
that has not been
publicly
disclosed.
v
Members of
the board of
directors (“Directors”) and
executive officers subject
to the
reporting
requirements of Section
16 of the
Securities Exchange Act (“Executive
Officers”)
of the Company are
required to pre-clear
with the Corporate Secretary’s
Office all transactions in Company securities. If there is
important information about the
Company that
has not been publicly announced, you may be advised
that the transaction
cannot be completed at that
time.
v
Directors,
officers and certain
members
of the Company’s
finance and communications
organizations are subject
to “blackout” periods around the release of quarterly financial
results and other ad
hoc blackout periods during which they
are prohibited from trading
in Company
securities.
v
It
is a violation of
insider trading laws
and Company policy
if you share material
nonpublic information about the Company with friends, family members or others who do
not need
the information as
part of their work
for the Company
and they trade in
Company securities before the information is publicly
disclosed.
v
You
may not hedge
or otherwise use
derivatives or other
agreements to monetize your
interest
in Company securities.
Directors and Executive
Officers may not
pledge their
Company
securities. Officers who are not
Executive Officers may only pledge Company
securities outside of
margin accounts. You
are advised to avoid placing multi-day limit
orders covering Company securities
without entering into an appropriate written trading
plan.
v
The
consequences of
violating insider trading
laws and related
Company policies are
severe
and can include
civil penalties, criminal
penalties, jail terms
and disciplinary
action.
This
policy establishes guidelines for
Directors and officers of
General Mills, Inc.
(the “Company”) to follow
when purchasing or
selling Company stock or debt. These
guidelines impose certain restrictions on the timing
and execution of
transactions in
the Company’s securities. From
time to time, significant developments at the
Company may
result in further
restrictions on your
ability to buy or
sell Company securities. Early planning
and the use of trading
plans can help you manage your
transactions within the requirements of this
policy and
reduce the risk of insider trading violations.
Prohibition on Trading with Material Nonpublic
Information
Background
Federal
securities laws make it unlawful
to buy or sell Company
securities on the basis
of material nonpublic
information (“inside
information”) or to
pass such information
along to another
person who engages
in such
trades
(i.e., tipping). Moreover, it
is unlawful to attempt to take
any economic or other personal advantage of
such information.
This means that each
Director, officer and
employee who is
aware of material nonpublic
information must
not permit any
member of his or
her immediate family
living in his or
her household (a
“Family Member”), anyone acting on his
or her behalf, any entity controlled by him or
her, or anyone to whom
he or she has disclosed the inside information to buy
or sell Company securities until the information is publicly
disclosed.
A person
who has material
nonpublic information at
the time he or
she makes a trade
in Company securities
will be deemed to have
traded “based on” such information even if the inside
information was not a significant
or determining
factor in his or
her decision to
buy or sell the
securities. Therefore, you
must not trade in
Company securities anytime you are aware of material nonpublic information.
Transactions in Company securities will be viewed by regulators with the benefit
of hindsight. Before engaging
in any
transactions in Company
securities, you should
carefully consider how
regulators might view your
trading in hindsight.
If
you trade in Company securities while in possession of inside information, then you may be subject to private
lawsuits and
civil and criminal
proceedings by the
Securities and Exchange
Commission (the “SEC”). The
potential civil
and criminal penalties
for insider trading
can be severe.
Violations of the
Company’s insider
trading policies may also result in disciplinary
action, including termination.
Providing Inside Information to
Others
Company policy prohibits
you from disclosing Company proprietary information
to others except as permitted
by the
Company’s Information Protection
and Classification Standard.
If you provide
material nonpublic
information to
others who subsequently
trade in Company
securities, then both
you and the
recipient of such
information can potentially be held liable for violating insider trading laws.
Material
Information
Information is
deemed “material” when
there is a
substantial likelihood that
a reasonable investor would
consider the information important in deciding whether to
buy, hold or sell securities. In short, any information
that could
reasonably affect the
price of Company
securities is material.
Some examples of Company
information that may be material are:
●
Earnings
forecasts or results;
●
Significant
mergers, acquisitions, divestitures or joint ventures;
●
Changes in
dividend policy;
●
Significant
actual or threatened litigation or governmental investigations;
●
Significant
labor disputes or plant shutdowns;
●
Senior
management changes;
●
Significant
product recalls;
●
Significant
marketing changes or price changes on major products;
●
Securities
offerings, stock splits or significant borrowings; and
●
Severe
financial liquidity problems.
Nonpublic
Information
Information is “nonpublic”
until (i) it has been disclosed
by the Company to the marketplace
through a major
newswire
service or a filing with the
SEC and (ii) adequate time has passed
for the information to be absorbed
by investors. Information is considered nonpublic for one full trading day after
the Company has disclosed it.
Pre-clearance of
Transactions
If you
are a Director or
Executive Officer, you
must pre-clear with
the Corporate Secretary’s
Office every
transaction
involving Company securities by you, your
Family Members and an entity or
trust in which you or
your Family Members have an
interest or control. Pre-clearance is required to determine
whether there are any
restrictions on
engaging in the
transaction at that
time and will help
you avoid the
appearance of trading on
inside information.
Pre-clearance will also
trigger the process
to assure compliance
with applicable SEC
reporting obligations (Section
16 and Rule 144) and help
you avoid inadvertently engaging in a
“short swing”
transaction (buying or selling a Company security
within six months of an “opposite way” transaction).
The pre-clearance
obligations apply to
all transactions in
Company securities, including open-market
transactions, exercises
of stock options,
transactions in the
Company’s 401(k), Deferred
Compensation and
Supplemental Savings
Plans (except for
Exempt Transactions discussed
below), and gifts.
Directors and
Executive Officers
must also pre-clear
the establishment of
any Rule 10b5-1
trading plan covering Company
securities.
If the
Corporate Secretary’s Office
advises you that a
transaction in Company
securities may occur,
then you
may proceed
with the proposed
transaction so long
as it occurs by
the end of the
next trading day
after you
receive
the response. If the
Corporate Secretary’s Office advises
you that the
transaction may not
occur, you
may not
proceed with the
proposed transaction. You
should keep any
such response confidential
to avoid
signaling to
others (including brokers
and financial planners)
that a material
event may have
occurred. It is
therefore important that you pre-clear any
proposed transaction before discussing it with your broker. Advance
planning and
the use of
approved trading plans
can reduce the
potential that you
will be prevented from
completing your proposed transaction. This can be particularly important for
time sensitive transactions such as
broker assisted cashless exercises of
expiring stock options.
Planning the Timing of
Your Transactions
Blackout Periods
Company policy
prohibits Directors, officers
and certain members
of the Company’s
finance and
communications
organizations from trading in Company securities
starting the Monday before the end
of each
fiscal quarter until one full trading day after
the Company publicly announces financial results for the preceding
fiscal quarter.
You will receive a
quarterly memorandum from
the Corporate Secretary’s
Office if you are
subject to these trading
restrictions. The Company may also impose trading
restrictions in other circumstances
(i.e., intra-quarter
changes in earnings
guidance, acquisition or
disposition activity, etc.)
when material
nonpublic information
is known within
the Company. You
must not disclose
the imposition of
any ad hoc
trading restrictions to
others (including brokers and financial planners)
to avoid signaling that a material event
may have occurred.
Even
if you are not subject to
any trading restrictions, you must refrain
from trading in Company securities if
you possess material nonpublic information.
Rule 10b5-1 Trading Plans
Purchases or sales
of Company securities that are
made pursuant to an approved Rule
10b5-1 trading plan are
not subject
to (i) the
prohibition on trading
when you have
inside information, (ii)
the restriction on trading
during blackout periods or (iii) the trading pre-clearance procedures contained in this policy.
When properly drafted
and implemented, a Rule 10b5-1 trading
plan protects you from insider trading liability
under the
federal securities laws.
A Rule 10b5-1
trading plan must
be entered into
with a broker at
a time
(outside of
a blackout period)
when you are not
aware of material
nonpublic information.
A
Rule 10b5-1
trading plan executed by a Director or Executive Officer must prohibit trades from occurring until the later of (i)
90 days after the plan
is adopted and (ii) two business days after
the 10-Q or 10-K is filed by
the Company for
the
fiscal quarter in which the plan
is adopted (not to exceed 120
days). A Rule 10b5-1 trading plan executed
by any officer other than an Executive Officer must prohibit trades from
occurring until 30 days after the plan is
adopted. Once
the plan is
adopted, you must
not exercise any
influence over the
amount of securities
to be
traded, the price at which securities are to be traded or the dates
of trades. The plan must be in writing and must
either specify
(including by formula)
the amount, pricing
and timing of
transactions in advance
or delegate
discretion on those matters to an independent third party.
SEC rules impose several other restrictions on Rule 10b5-1 trading plans, including the following:
●
A person
generally may only have one active plan at any time (no overlapping plans);
●
A person may only
have one single-trade plan in any 12-month period;
●
A person must act
in good faith with respect to the plan; and
●
The
plan trading delay discussed in the
foregoing paragraph must be observed in
connection with most
plan modifications.
All Rule
10b5-1 trading plans
adopted or amended
by Directors and
Executive Officers must
be approved in
advance by the Corporate Secretary’s Office .
Securities and Transactions Covered by this
Policy
Company Granted Stock Options
Even if
you possess material
nonpublic information, you
may exercise stock
options granted to
you by the
Company, but
you must hold the
shares received upon
such exercise until
the inside information
is publicly
disclosed. Stock option exercises are not covered by insider trading
laws because no third-party is involved in a
purchase
or sale of the shares of
stock. You may also pay
the exercise price of, and withholding
taxes related
to, a
stock option with
previously owned shares
of Company stock
while in possession
of inside
information.
However,
you may not engage
in a broker
assisted cashless option
exercise while in
possession of inside
information because this
results in an open market sale
of Company stock to fund the
payment of the exercise
price.
401(k) Savings Plan, Supplemental Savings Plan and Deferred Compensation Plan
The restrictions
in this policy do
not apply to
regularly scheduled purchases
of Company stock in
the
Company’s 401(k)
Savings Plan, Supplemental
Savings Plan or
Deferred Compensation Plan
resulting from
periodic contributions
pursuant to your
payroll deduction election
or Company contributions (“Exempt
Transactions”). The
restrictions in this policy do apply
to the following transactions in the
Company’s 401(k)
Savings Plan, Supplemental Savings Plan and Deferred
Compensation Plan:
●
Increases
in the amount you elect
to apply to the purchase
of Company stock (including the Company
Stock Fund and ESOP funds);
●
Intra-plan
transfers into or out of any investment in Company stock;
●
Elections
to borrow money
against your 401(k)
plan account if
the loan will
result in a
liquidation of
some or all of your investment in Company stock; and
●
Elections to
prepay a loan in your 401(k) plan
account if the prepayment will result in a change
in your
investment in Company stock.
Prohibited Transactions
Company policy prohibits you from:
●
engaging in
“short sales” of Company securities (i.e., borrowing securities for sale);
●
writing
options covering Company securities (i.e., puts and calls); and
●
hedging
or otherwise monetizing
(using exchange trusts,
prepaid variable forwards,
equity swaps,
forwards or any other derivative instruments) your
interest in Company securities.
Directors and
Executive Officers are
also prohibited from
pledging Company securities
as collateral for any
loan. Officers
who are not
Executive Officers may
only pledge Company
securities as collateral
for loans
outside of margin accounts.
Standing Orders
You should
avoid placing multi-day
standing orders to
buy or sell
Company securities at
a particular price
because these
can be triggered
when you are in
possession of inside
information. You may
avoid these
concerns by
establishing a formal
written Rule 10b5-1
trading plan with
your broker. Standing
limit orders
must be cancelled before the start of every trading blackout
period.
Gifts
Gifts
of Company securities are not permitted during blackout periods, or when a Director or officer
is aware of
material
non-public information, if the donor
knows, or should know, that
the recipient will sell the securities
before any
material non-public information
is disclosed. All
gifts of Company
securities by Directors and
Executive Officers are subject to the pre-clearance requirements in this policy.
Transferring Securities
If you transfer
Company securities between accounts within the
same brokerage firm or between two different
brokerage firms, you must
determine whether any fractional shares held in
the account will be liquidated at the
time of transfer. If
fractional Company securities will be liquidated
at the time of transfer, you
must treat the
transaction as an open market sale and adhere to the
requirements of this policy with respect to such transaction.
Securities of Other Companies
You may not trade or
recommend that others trade in the securities of another company if, in the
course of your
employment, you learn confidential information
about the other company that is likely
to affect the value of its
securities. This information must be kept confidential and
should only be shared with others on a need-to-know
basis in compliance with
Company policies.
Questions
If you
have any doubts as
to your responsibilities
under this policy,
seek clarification and
guidance from the
Corporate Secretary’s
Office before you
act. For issues
or questions related
to this policy, or
to pre-clear
transactions, contact
Karen Wilson Thissen
(763-764-2455), Ben Backberg
(763-764-4593) or Chris Rauschl
(763-293-3974).
GENERAL
MILLS POLICY
CP-15 Insider
Trading
SCOPE
:
PURPOSE
Securities laws prohibit employees from trading Company stock when they
have material, non-public information
about the
Company. To ensure compliance with applicable laws, and to protect the Company’s reputation, the
Company has adopted rules governing trading in Company
stock.
RESPONSIBILITIES
AND REQUIREMENTS
1.
An
employee may not trade Company stock when he or she has material, non-public (“inside”) information
about the
Company.
o
Information
is considered “material” if a reasonable investor would consider it important in making a
decision to buy, hold or sell stock. Examples of material
information include dividend actions,
financial results or projections, acquisitions or dispositions of
businesses, major new product
innovations, significant
research advances, senior management changes, significant price changes on
major products, product recalls, major plant shutdowns and
major marketing changes.
o
Information
is considered “public” one full trading day after it has received wide dissemination in the
press.
2.
when the employee has inside information about the Company.
3.
An
employee may not trade in the securities of other public companies (for example, a General Mills supplier
or customer) about which the employee learns material, non-public
information through his or her employment
with the
Company.
4.
Company
policy prohibits the sharing of non-public Company information with others in the absence of a
legitimate business purpose and an appropriate confidentiality
arrangement. An employee may violate insider
trading laws
if he or she shares material, non-public information about the Company with someone who
subsequently trades in Company stock.
5.
An
employee may never (whether or not the employee has inside information) engage in a short sale of, or a
transaction involving exchange-traded options (i.e. puts or
calls) on, Company stock.
6.
Officers
and members of the Board of Directors of the Company are subject to additional restrictions on trading
Company stock, which are included in the Insider Trading Policy for Directors and Officers.
RAISE
A QUESTION/REPORT A
VIOLATION
Contact Ethics & Compliance at
763-764-6693 or
ethics@genmills.com
If you know of or suspect a
violation of this policy, contact Ethics & Compliance at
ethics@genmills.com
6693.
You can also raise questions or make a report through the Ethics Line at
www.generalmillsethics.com
or call
toll-free 1-800-210-2878. Dialing instructions for locations
outside the U.S. are available at the
www.generalmillsethics.com
Mills prohibits retaliation for good faith
reports of suspected misconduct.