INDEPENDENCE To provide independence, the reporting relationships, authority and responsibility of The Schwan Food Company's Audit Services department are established by the Audit Committee on behalf of the Board of Directors. The chief audit executive reports to the chief financial officer dministrative purposes and also has full and independent access to the chief executive officer and the Audit Committee. Personnel in The Schwan Food Company's Audit Services department report to the chief audit executive. The approval of the Audit Committee is required for the removal or replacement of chief audit executive. It is the policy of the Audit Committee to devote a portion meeting to an executive session at which only the chief audit executive is present. In at least two meetings per year, outside director members of the Audit Committee shall consult privately withthe external auditors a with the chief audit executive and report the results of the private to the Board of Directors. In addition, the senior intermal audit executive will have opportunity to meet with independent directors on the Audit Committee at each committee meeting.