Gustavo Llerena Chief Compliance and Ethics Officer June 5, 2013 Darden International Marketing Conference Compliance and Ethics Training Restaurant Support Center – Orlando

Darden’s Commitment to High Compliance Standards and Business Practices Compliance with Law is an Absolute Ethics is a Core Value / Doing the Right Thing Public Demand for Corporate Governance and Compliance Programs Code of Conduct and Supplemental Policies Third Party Due Diligence and Contractual Provisions Current Legal Environment / High Exposure 2

Global Corruption Perceptions 3

Anti-Corruption Laws The Foreign Corrupt Practices Act (FCPA) is a US law which provides business standards for multi-national companies conducting business abroad No bribes, kickbacks or any corrupt payment of money or anything of value (gifts, vacation, entertainment) to obtain/retain business or other improper purpose Financial integrity and accurate reporting (no unauthorized funds) Darden accountability through Partners and Representatives Local Anti-Corruption Laws Darden Contractual Anti-Corruption Provisions Immediately report potential violations 4

Resources Franchisee Code of Business Conduct Your Leader Your HR Contact Darden Compliance & Ethics Office – (407) Global Compliance Hotline – (800) Global Compliance Incident Reporting Website – Books – Ethics 101: What Every Leader Needs to Know by John C. Maxwell – Leading to Ethics by Eric Harvey – Higher Ambition: How Great Leaders Create Economic and Social Value by Michael Beer – Business Ethics Activity Book: 50 Exercises for Promoting Integrity at Work by Marlene Carosoll 5

Collaborative Efforts to Promote Compliance Commitment to Compliance Culture and Ethics Tone from the Top Communication of Code of Conduct, Policies and Expectations Constant Reinforcement, Training, and Communications Protect Brand Reputation Mutual Trust Relationship Win-Win Situation: Ethics as a Competitive Advantage and Growth Opportunities 6