Corporate Governance

Standards of Business Conduct for Officers and  Employees

     Director Code Of  Ethics

If you have concerns or questions about any of the Company’s business practices, you are encouraged to contact either one of us, the Company’s Controller, or a member of the Company’s Legal Department. You may also report your concerns confidentially by calling 314-877-7055 in St. Louis, or toll-free in the U.S., 1-800-877-7055. If you prefer, write to: Corporate Vice President and Controller, Ralcorp Holdings, Inc., P.O. Box 618, St. Louis, MO 63188-0618.

These Standards of Business Conduct ("Standards") apply to all officers and employees of Ralcorp Holdings, Inc. and its subsidiaries (collectively, the "Company"). In many instances, these standards summarize policies and practices contained in the Company’s Legal Compliance Policies and Corporate Controller Manual. Collectively these documents provide information on the Company’s expectations concerning everyday business practices and conduct.

You are expected to comply with both the letter and spirit of our Standards, Company policies and procedures, and the laws and regulations that govern our business. You should be alert to any situations that could violate these standards or other Company policies. You should report suspected violations, issues or concerns to your supervisor or through the confidential telephone number or post office box that has been established by the Company and that is described later in these Standards.

If you are unsure how to perform your duties in accordance with these Standards, you are expected to seek advice or clarification. When in doubt, ask for help! You can contact the Company’s Legal Department or the Company’s Controller.

If you are an officer, manager or supervisor, you have a special responsibility to set an example by exhibiting high standards of behavior. You must also:

• Ensure that each employee for whom you are responsible knows and understands these Standards and relevant Company policies and procedures and how to apply them;
• Demonstrate in words and deeds your commitment to our Standards and relevant Company policies and procedures;
• Make sure employees for whom you are responsible understand that ethical business conduct and compliance with policies and procedures, laws and regulations is of paramount importance to the Company;
• Encourage employees for whom you are responsible to seek advice or help without fear of punishment or reprisal; and
• Make yourself approachable and available to all employees for whom you are responsible.

Only the Board of Directors or a Board Committee may waive compliance with these Standards, and would do so only after carefully considering the nature and severity of the infraction, and the context in which it occurred.

It is the Company’s policy to comply fully with all applicable laws, both within and outside the United States. These standards highlight some of the laws that regularly affect the Company’s operations.

Questions regarding the applicability or interpretation of any law or regulation should be referred to the Legal Department.

A conflict of interest occurs when outside activities or personal interests interfere or appear to interfere with your ability to objectively perform your job or act in the best interests of the Company. You must not knowingly place yourself in a position that would have the appearance of being in conflict with the interest of the Company. The following standards relate to some of the most sensitive areas of concern, and are just examples; an actual or perceived conflict of interest could take many forms. Situations that might constitute conflicts of interest should be reported on the Annual Policy Compliance Questionnaire, or, in the interim, to the Company’s General Counsel.

1.  Accepting Gifts and Entertainment

Accepting any gift of more than nominal value or entertainment that is more than a routine social event can appear to be an attempt to improperly influence your decisions with respect to customers, vendors, consultants or the like. You should observe the following standards when deciding whether or not to accept gifts.

1. Gifts

You may not accept gifts such as merchandise or products, as well as personal services or favors, unless they have a value of less than $100. This dollar limit is intended to allow you to accept gifts of a nominal value and foster ongoing relationships with customers, suppliers and consultants. Gifts of any amount may never be solicited. A gift of cash or securities may never be accepted. In some international business transactions, it is customary and lawful for business leaders in a host country to give gifts to Company employees. These gifts may be of more than nominal value and under certain circumstances, returning the gifts or paying for them may be an affront to the giver. If you receive a gift in such a situation, you must report the gift promptly to your supervisor. In the event gifts cannot be returned and offering to pay for them would adversely affect continuing business relationships, you must promptly notify your supervisor and follow the instructions of the Company with respect to the gift. In some cases, the Company, at its sole discretion, may retain the gift, rather than you.

2. Entertainment

Normal business entertainment such as lunch, dinner, theater, a sporting event, and the like, is appropriate if of a reasonable nature. The purpose of accepting such business courtesies must be to hold bona fide business discussions or to foster better business relations. You should report (in advance, if practical) all such accepted entertainment to your supervisor.

3. Travel and Lodging

You may not accept payment for, or gift of, free transportation, lodging or other travel expenses unless you are traveling as part of a group hosted by a customer, vendor or consultant or their representatives, the trip is business-related and the gift or payment is reported and approved in advance by your supervisor. If the outside party reimburses you for transportation, lodging or other expenses that was paid by the Company, the reimbursement payment should be given to the Company.

2.  Outside Activities

You may not engage in a "free-lance" or "moonlighting" activity that will:

• materially encroach on the time or attention you should devote to your duties;
• adversely affect the quality of your work performed;
• compete with the Company’s activities;
• imply sponsorship or support by the Company of the outside employment or organization; or
• adversely affect the good name of the Company.

 

You should inform your supervisor of all free-lance or moonlighting activities. You may not use Company time, facilities, resources, or supplies for such work.

3.  Providing Gifts

A business gift of nominal value may be given by you only when the gift is in accordance with generally accepted standards of business conduct in the location of the recipient. Prior to making a gift of nominal value, you should ensure that the receipt would not violate the policies of the recipient’s employer by accepting the gift. You should attempt to notify your supervisor prior to providing a gift.

4.  Interests in Other Businesses

Unless approved in advance by the Company’s Controller (or the Audit Committee in the case of Corporate Officers), neither you nor your spouse, domestic partner, or any other member of your immediate family may directly or indirectly have a financial interest (whether as an investor, lender, employee or other service provider) in a competitor, or in a customer or supplier. The ownership of a significant amount of stock or other securities in a publicly traded company that is a competitor, customer or supplier is prohibited.

You should never directly or indirectly pay, or offer to pay, any foreign government official to induce the official to misuse his or her official position in order to benefit the you or the Company . Doing so may not only violate the Foreign Corrupt Practices Act, but would violate Company policy.

In addition, payments to foreign political parties or candidates may violate the Foreign Corrupt Practices Act and/or certain election laws, and should not be made without the express written approval of the Legal Department.

1. Use of Property and Facilities

Company property, facilities or physical resources may not be used for solicitation or distribution activities which are not related to an employee’s services to the Company, except for charitable activities that have been approved in advance by Company management.

2. Theft and Vandalism

You should report to management any attempt to steal or vandalize Company property, including documents, equipment, or intellectual property, personal property of other employees, cash or any other items of value.

3. Maintaining Confidentiality

Our business operates in many different and in extremely competitive markets. Proprietary information and trade secrets of the Company must be safeguarded in the same way that all other important Company assets are protected. You must protect from inappropriate disclosure information concerning pricing, products and services that are being developed, and other such trade secrets, including information pertaining to any prospective Company acquisition or divestiture. All files, records and reports acquired or created in the course of employment are the property of the Company. Originals or copies of such documents may be removed from the Company’s offices for the sole purpose of performing your duties for the Company and must be returned at any time upon request.

4.  Loans

The Company does not make personal loans to officers or employees. This prohibition does not apply to loans through the Company’s Saving Investment Plan (SIP) or advance payments made in accordance with relocation or meeting and travel policies.

5.  Inventions

The Company is legally entitled to all rights in ideas, inventions and works of authorship relating to its business that are made by you during the scope of your employment with the Company or while using the Company’s resources.

The Company is prohibited from contributing to candidates for federal office. The Company does not maintain a PAC (Political Action Committee). In addition, various states prohibit contributions to candidates for state or local office, and it is the Company’s policy to comply fully with these laws. As a result, no Company contributions are permitted to a state or local candidate without the prior approval of the Board of Directors or its designate.

You are free to exercise the right to make personal political contributions within legal limits, unless such a contribution is otherwise prohibited by other policies of the Company. The Company will not reimburse you for political contributions, and you should not attempt to receive or facilitate such reimbursements. In addition, any political activity or contribution by you that might appear to constitute an endorsement or contribution by the Company must be approved in advance by the Legal Department.

Any questions about compliance should be directed to the Legal Department

The Company complies with all federal, state and foreign securities laws, and the rules of the New York Stock Exchange, where its securities are listed. The Company expects its employees to do the same.

1. Trading in Company Securities

You may not trade in or recommend Company stock based on inside information. "Insider trading" is the purchase or sale of a publicly traded security while in possession of important non-public information about the issuer of the security. Such information includes, for example, non-public information on Company earnings, significant gains or losses of business, or the hiring, firing or resignation of a Director or Officer of the Company. Insider trading and "tipping," communicating inside information to anyone who might use it to purchase or sell securities, are prohibited by the securities laws. When in doubt, information obtained as an employee of the Company should be presumed to be important and not public.

Officers of the Company are also prohibited from trading in Company stock during any period in which participants in the Company’s retirement plans could not engage in a similar type of transaction.

If you have questions pertaining to the sale or purchase of a security under circumstances that might involve confidential information, the timing of a purchase or sale of securities, or any other aspect of applicable securities laws should consult with the Legal Department.

2.  Disclosure

The Company is committed to provide full, fair, accurate, timely and understandable disclosures in filings with the SEC and any other public communications. Only authorized officers of the Company are permitted to respond to inquiries from the media, financial community, investors and others. You should promptly refer all such inquires to the Company’s Treasurer.

You must comply fully with federal, state and foreign unfair trade antitrust laws.

Without approval of the Company’s Legal Department, you may not enter into any understanding or agreement, express or implied, with any competitor of the Company regarding (i) prices; (ii) terms or conditions of sale; (iii) an allocation of markets, customers or territories; or (iv) a refusal to deal with, or participation in a boycott of, any customer or supplier.

If you make pricing decisions, you must understand and abide by the price discrimination restrictions imposed by the Robinson-Patman Act and similar state laws. If you are involved in pricing decisions and are not sure of your legal responsibilities, contact the Company’s Legal Department.

You must review with the Legal Department any activities or agreements that might raise antitrust issues. You should consult with the Legal Department before proposing or entering into any agreements or understandings that:

• Obligate a supplier or customer to conduct business with us before we will purchase or sell to them;
• Restrict a customer’s choices in using or reselling a Ralcorp product or service;
• Require a customer to purchase Ralcorp product or service as a condition to purchasing another Ralcorp product or service;
• Restrict any party’s freedom to conduct business with or produce or provide any product or service with any other party; and
• Restrict the freedom of a licensee or licensor of any patent, copyright, or licensing arrangement.

If a competitor approaches you about any of these matters, you should promptly contact the Company’s Legal Department.

The Company maintains accounting and internal control systems designed to provide reasonable assurance that Company assets are safeguarded against loss and Company financial records are reliable for preparing financial statements. No fraudulent or false entries should be made for any reason in the books, records, or accounts of the Company.

The Company conducts, or causes to be conducted, internal and independent audits of its financial statements, accounting practices and employee benefit plans. The Audit Committee of the Company’s Board of Directors oversees management’s compliance with all applicable accounting standards and financial reporting laws.

If you have supervisory duties, you should establish and implement appropriate internal accounting controls over all areas of your responsibility to ensure the safeguarding of the assets of the Company and the accuracy of its financial records and reports. The Company has adopted controls in accordance with internal needs and the requirements of applicable laws and regulations. These established accounting practices and procedures must be followed to assure the complete and accurate recording of all transactions. You are expected to adhere to these procedures within your area of responsibility.

Any accounting adjustments that materially depart from GAAP must be approved by the Audit Committee and reported to the Company’s independent auditors. In addition, all material off-balance-sheet transactions, arrangements and obligations, contingent or otherwise, and other relationships of the Company with unconsolidated entities or other persons that may have material current or future effects on the financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses of the Company must be disclosed to the Audit Committee and the Company’s independent auditors.

You may not interfere with or seek to improperly influence, directly or indirectly, the auditing of the Company’s financial records. Violation of these provisions will result in disciplinary action, up to an including termination, and may also subject the violator to substantial civil and criminal liability.

If you become aware of any improper transaction or accounting practice concerning the resources of the Company, you should report the matter immediately to your supervisor or to the Company’s Controller. You may also file a confidential, anonymous complaint through the telephone number or post office box established for this purpose and discussed in these Standards. There will be no retaliation against employees who disclose questionable accounting or auditing matters.

The Company is committed to compliance with all applicable laws and regulations relating to the protection of the environment. For example, senior plant management at the Company’s production facilities must be aware of laws and regulations impacting air and water (sewer) discharges and the storage, disposal and release of waste and hazardous substances at their facility. Failure to comply with such laws and regulations, even if unintentional, could result in significant penalties for the Company. Accordingly, if an employee suspects noncompliance with or violation of these laws and regulations, the circumstances should be reported immediately to his or her supervisor, Plant Manager of the facility in question or to the Company’s Controller.

You are responsible for using the Company’s computer system, including, without limitation, its electronic mail (E-mail) system and the Internet (collectively, the "Computer System"), properly and in accordance with Company policies. You should direct any questions about these policies to your immediate supervisor or the Company Controller. You should be aware of, among other matters, the following:

1. The Computer System is Company Property

The computers provided by the Company for Company work are the property of the Company and have been provided for use in conducting Company business. All communications and information transmitted by, received from, created or stored in its Computer System (whether through word processing programs, E-Mail, the Internet or otherwise) are Company records and property of the Company.

2. No Expectation of Privacy

The Company has the right, but not the duty, for any reason and without notice to or the permission of any employee, to monitor and/or otherwise deal with any and all of aspects of its Computer System. Such Company action may include, without limitation, reviewing documents created and stored on its Computer System, deleting any matter stored in its system, monitoring sites visited by employees on the Internet, monitoring chat and news groups, reviewing material downloaded or uploaded by users from the Internet, and reviewing E-Mail sent and received by users. Employees should not have, do not have, and specifically waive, an expectation of privacy in anything they create, store, send or receive on the Computer System.

3. Professional Use of Computer System Required; Other Policies Apply

You must be courteous to other users of the Computer System and always conduct yourself in a professional manner. The Company’s policies on equal employment opportunity and harassment prevention (sexual or otherwise) apply fully to the Company’s Computer System, and any violation of those policies utilizing the Company’s computer system is grounds for discipline up to and including discharge.

4. Offensive and Inappropriate Material; Illegal Activities

Company policies prohibit using the Company’s Computer System to send, receive, view, download or print messages or files that are illegal, sexually explicit, abusive, defamatory, offensive or profane.

5. Solicitations

The Company’s Computer System should not be used to solicit for religious or political causes, commercial enterprises, outside organizations, or other activities not related to an employee’s services to the Company or to a Company-sponsored event.

6. Copyrights and Trademarks

The Company’s Computer System may not be used to send (upload) or receive (download) copyrighted materials, trade secrets, proprietary financial information, or similar materials without authorization of the owner of such materials.

7. Document Retention

The space available for the storage of company documents, both on paper and electronic, is limited and expensive. Therefore, periodic discarding of documents is necessary. On the other hand, there are legal requirements that certain records be retained for specific periods of time. Before disposing of documents, employees should consult the Company’s Records Retention Policy. If you are unsure about the need to keep particular documents, you should consult with your supervisor, so that a judgment can be made as to the likelihood that the documents will be needed.

Whenever it becomes apparent that documents of any type will be required in connection with a lawsuit or government investigation, all possibly relevant documents, whether in hard copy or electronic format, should be preserved, and ordinary disposal or alteration of documents pertaining to the subjects of the litigation or investigation should be immediately suspended. If an employee is uncertain whether documents under his or her control should be preserved because they might relate to a lawsuit or investigation, he or she should contact the Legal Department.

The Company is committed to fostering a work environment in which all individuals are treated with respect and dignity. The Company requires a business-like atmosphere that promotes equal employment opportunities and prohibits discriminatory practices, including unlawful harassment. All relationships among persons in the workplace must be business-like and free of unlawful bias, prejudice or harassment. It is the policy of the Company to ensure equal employment opportunity for all employees without discrimination or harassment on the basis of race, color, national origin, religion, sex, age, physical or mental disability, veteran status or any other status protected by law. It is further the policy of the Company to comply with all applicable local, state and federal statues concerning Equal Employment Opportunity and the prevention of discrimination and harassment.

It is the Company’s policy to comply with all applicable wage and hour laws and other statutes regulating the employer-employee relationship and the workplace environment. To the extent the Company interacts with labor unions, it is illegal under federal and state law for the Company or any of its employees or agents to pay to or receive anything of value from any labor organization.

You may not interfere with or retaliate against another employee who seeks to invoke his or her rights under the laws governing labor and employee relations. If you have any questions about the laws or company policies governing labor and employee relations matters, you should consult the applicable policies or contact the Human Resources Department, Corporate Controller or the Legal Department.

In addition, we are committed to providing a safe workplace for all employees. Several laws and regulations impose responsibility on the Company to safeguard against safety and health hazards. For that reason, and to protect the safety of themselves and others, you and other persons who are present at Company facilities are required to follow carefully all safety instructions and procedures that the company adopts. Any employee who becomes aware of any unsafe working conditions or any conditions that would violate laws or regulations related to working conditions, should immediately report them to the applicable facility manager or such manager’s representative. Questions about possible health and safety hazards at any Company facility should be directed immediately to your supervisor.

Our success depends on the ability to consistently produce quality products for our customers. Each division must maintain quality and product safety standards that are in compliance with applicable laws and regulations. In particular, each production facility must adhere to good manufacturing practices. You must conduct your activities for the Company in a manner designed to maintain the integrity and quality of the Company’s products.

1. Required Incident Reporting

Any incident, situation or unusual occurrence adversely impacting the Company’s facilities or products, human health or safety, or the environment in a material way – particularly matters which may require prompt remedial action – should be reported by a manager or supervisor to the Company’s Incident Reporting Center by calling 314-436-9111. After doing so, additional instruction may be provided about also reporting the incident to any appropriate governmental or regulatory agencies.

2. Confidential Telephone Number and Post Office Box

You are the Company’s most valuable asset. A confidential telephone number and post office box have been established to allow you to report any situation that concerns you, could affect our work environment or poses a financial risk or other potential liability to the Company. You are encouraged to report any concerns you have regarding the Company’s accounting practices or policies, internal accounting controls or auditing matters.

You can make reports regarding Company business practices or possible violations of these Standards confidentially or anonymously by calling:

314-877-7055 in St. Louis; or

1-800-877-7055 toll-free in the U.S.

If you prefer, you may write to:

Corporate Vice President and Controller

Ralcorp Holdings, Inc.

P.O. Box 618

St. Louis, MO 63188-0618

Whether calling or writing, please be as specific as possible about the situation and location you are describing. Prompt and appropriate action will be taken on information received by telephone or mail.

3. No Retaliation

It is unlawful for the Company or any officer, employee or other agent of the Company to discipline, demote, suspend, threaten, harass or in any other manner discriminate against an employee who lawfully provides information or otherwise assists in an investigation of securities fraud, mail fraud, bank fraud, wire fraud, or violations of federal securities laws. It is also unlawful for the Company or any officer, employee or other agent of the Company to take any adverse employment action against an employee who reports unlawful harassment or discrimination, or who provides information or otherwise assists in an investigation of such conduct. Further, Company policy prohibits any officer, employee or other agent of the Company from retaliating in any way against an employee who reports in good faith a possible violation of these standards or other applicable policies, laws or regulations.