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The following is an excerpt from a DEF 14A SEC Filing, filed by GENERAL MILLS INC on 8/15/2002.
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GENERAL MILLS INC - DEF 14A - 20020815 - AUDIT_COMMITTEE

REPORT OF THE AUDIT COMMITTEE

THE COMMITTEE. The Audit Committee of the Board of Directors consists of five non-employee directors, who are independent directors as defined by New York Stock Exchange listing standards. The Committee is primarily responsible for oversight of the Company's financial reporting process, assessing and ensuring the independence of the independent auditor, reviewing the Company's risk assessment process and compliance program and reviewing and approving the annual audited financial statements for the Company before issuance, subject to Board of Directors approval.

REVISION OF AUDIT COMMITTEE CHARTER. In June 2002, the Audit Committee of the Board of Directors revised its Charter and recommended its approval by the full Board of Directors. The revised Charter, attached as Exhibit A to this Proxy Statement, sets forth the Audit Committee's principal accountabilities, including recommending the independent auditor for approval by the Board of Directors and approving the services to be provided by the independent auditor.

COMMITTEE REPORT. The following is the report of the Audit Committee with respect to the Company's audited financial statements for fiscal year ended May 26, 2002.

The Committee has reviewed and discussed the Company's audited financial statements with management, the internal auditors and KPMG LLP, the Company's independent auditors, with and without management present. The Committee included in their review results of the auditors' examinations, the Company's internal controls and the quality of the Company's financial reporting. The Committee is satisfied that the internal control system is adequate and that the Company employs appropriate accounting and auditing procedures.

The Committee has also discussed with KPMG LLP matters relating to the auditors' judgments about the quality, as well as the acceptability, of the Company's accounting principles, as applied in its financial reporting as required by Statement of Auditing Standards No. 61, Communications with Audit Committees. In addition, the Committee has discussed with KPMG their independence from management and the Company, as well as the matters in the written disclosures received from its independent auditors and required by Independence Standards Board Standard No. 1, Independence Discussions with Audit Committees. The discussions included review of the scope of KPMG's audits and all fees paid to KPMG during the fiscal year. The Committee has reviewed and considered the compatibility of KPMG's performance of non-audit services with the maintenance of KPMG's independence as the Company's independent auditor.

Based on the Committee's review and discussions referred to above, the Committee recommended to the Company's Board of Directors that the Company's audited financial statements be included in the Company's Annual Report on Form 10-K for the fiscal year ended May 26, 2002 for filing with the Securities and Exchange Commission.

SUBMITTED BY THE AUDIT COMMITTEE:

A. Michael Spence, Chair
Livio D. DeSimone
Raymond V. Gilmartin
Robert L. Johnson
Dorothy A. Terrell

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