Following the spate of corporate scandals involving companies such as Enron, Arthur Anderson, World Com and many others, in 2002 Congress passed and the president approved several new laws and regulations to impose greater accountability and visibility in the operations of public companies such as Dreyer's. Well before these new laws were passed, Dreyer's was committed, and remains committed, to operate as a good corporate citizen, who expects and values ethical and professional conduct by all employees. This commitment is already embodied in the Grooves and how we operate as a company. Nonetheless, as part of our duties under the law applicable to all public companies, we have set forth below the Dreyer's Code of Business Conduct and Ethics (this "Code") to wed those Grooves principles with the statutory obligations designed to achieve the goal of integrity and professional conduct by everyone at Dreyer's in our day to day affairs. Those principles are as follows:

1. Policy Statement: The key to complying with any code, including this one, is to exercise good judgment. Consistent with our "You decide" culture, we expect everyone to "do the right thing" and act ethically even when the facts may be less than black and white. In this regard, managers set an example for other employees, and are expected to provide guidance and assist others in resolving questions under this Code or the Grooves. No one here has the ability to order another to act contrary to these core principles.
   
   
2. Compliance with Laws and Regulations: Dreyer's seeks to comply with both the letter and spirit of the laws and regulations in all countries where we operate. We are all expected to comply with all applicable laws as we conduct our business, as we risk not only personal liability but liability for the entire company if we fail on this mission. For this reason, anyone who violates our Code as well as applicable law is subject to disciplinary action, including possible termination. At the same time, we do not expect anyone to be fully conversant with all applicable laws or regulations. What we do expect is that you seek the guidance of your manager, team members and our Dreyer's Law Group as any questions or issues arise. We're all in this together, and we will provide whatever support and explanation is needed, but it all starts with you.
   
   
3. Full, Fair, Accurate, Timely and Understandable Disclosure: Dreyer’s is required to prepare financial reports and other communications that must be full, fair, accurate, timely and understandable. To the extent you are providing information used in such reports and communications, you are required to provide prompt and accurate information at all times. Our Chief Executive Officer ("CEO"), our Chief Financial Officer ("CFO") and our Controller’s group are responsible for taking all steps necessary or advisable to ensure that all of our financial reporting is full, fair, accurate, timely and understandable. They are also responsible for establishing and maintaining adequate internal controls over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes. Because of these significant responsibilities, any attempt to enter inaccurate or fraudulent information into our accounting system will not be tolerated and will result in disciplinary action, up to and including termination of employment.
   
   
4. Conflicts of Interest and Corporate Opportunities: Each employee at Dreyer's must avoid any situation in which his or her personal interests conflict, or appear to conflict, with Dreyer's interests, because each of us owes a duty to Dreyer's not to compromise Dreyer's legitimate interests to advance our individual interests. Stated differently, no person may take for his or her personal benefit opportunities discovered in the course of employment that would otherwise benefit Dreyer's. Examples of such actual or potential conflicts include:
   • You, or a member of your family, receiving personal benefits or gain (outside of your regular compensation) from your position with Dreyer's;
   • You use Dreyer's property for your personal benefit;
   • You work simultaneously for a competitor, customer or supplier;
   • You, or a member of your family, have a financial interest in a customer, supplier, or competitor which causes a divided loyalty with Dreyer's or the appearance of divided loyalty;
   • You divulge or use Dreyer's confidential information -- such as financial data, customer information or computer programs -- for your personal or separate business purposes;
   • You make gifts or payments, or provide special favors, to customers, suppliers or competitors with a value sufficient to cause the customer, supplier or competitor, to make a business decision beneficial to Dreyer's that such customer, supplier or competitor would not have otherwise taken; or
   • You are given stock, securities or other things of value in return for promoting the services of an advisor or provider to Dreyer's.
     
     To ensure compliance with this principle, no one at Dreyer's (or his or her family members) may solicit or accept valuable gifts, payments, special favors or other consideration from customers, suppliers or competitors. We recognize that conflicts are not always clear-cut. Any questions as to what qualifies to trigger this prohibition should be raised with your manager or the legal group.


5. Confidentiality: Any confidential information concerning Dreyer's is the property of Dreyer's and must be protected from disclosure or use by others. Confidential information includes any non-public information that could be used by our competitors, or is otherwise harmful to Dreyer's or our customers or business partners, if disclosed. Examples include, but are not limited to, product formulas and specifications, customer information, information about financial performance, new marketing and business plans, manufacturing processes, information about potential acquisitions, divestitures and investments, significant changes in personnel or policies, and new or revised major contracts, orders, suppliers, financial gains or losses. This obligation extends beyond the workplace, and applies even after any person's employment with Dreyer's ends.
   
   
6. Reporting Potential Violations of Company Policies or Financial Irregularity: Each of us is obligated to promptly report any actual or suspected violation of this Code to your immediate manager or our Chief Compliance Officer (Mark LeHocky) as they arise. Specifically:
   • If you believe a violation of this Code or applicable law has taken place, immediately notify your direct manager, who in turn must report the suspected violation to our Chief Compliance Officer;
   • If you have reported such suspected violation to your direct manager and not received a response you believe to be adequate, you should report the matter to your direct manager's supervisor, who in turn must report the suspected violation to our Chief Compliance Officer;
   • You may also report the suspected violation directly to our Chief Compliance Officer, either in person or by Email, or you may report them anonymously to our Chief Compliance Officer by mail or email (mlehocky@dreyers.com);
   • Here, as everywhere, use common sense and good judgment. If you become aware of a suspected violation, don't try to investigate or resolve it without help. Prompt disclosure to the appropriate parties is vital to ensuring a thorough and timely investigation and resolution. As well, allegations of inappropriate behavior are not taken lightly and may not be made to embarrass or harm anyone, and hence must always be made in good faith;
   • When a suspected violation is reported, Dreyer's will take appropriate action as set forth in this Code. You are expected to cooperate in internal investigations of alleged misconduct or other violations; and
   • Dreyer's will not accept or tolerate intentional retaliation against any person who provides truthful information in good faith to a Dreyer's or law enforcement official concerning suspected violations of any law or this Code. Persons who retaliate may be subject to disciplinary action, as well as potential civil, criminal or administrative penalties. Dreyer's will attempt to keep any disclosures confidential to the extent reasonably possible, although in the course of our investigation, it may be necessary to share such information with others on a ‘need to know' basis.
   
   
7. Compliance Procedures: In order to implement this Code, each one of us must champion these principles and assist others in knowing and understanding it. Each of us is expected to become familiar with its requirements and seek advice or answers for any parts that are unclear. Our Chief Compliance Officer (Mark LeHocky ) and his team are your resources, along with your direct manager, to provide such guidance and help. This Code is and will be maintained on Dreyer's website and should also be distributed to all new employees.
   
   
8. Internal Investigations: When an alleged violation of this Code is reported, Dreyer's will take prompt and appropriate action. Managers and supervisors, as well as senior executives of Dreyer's, who are informed of such suspected violations must promptly notify our Chief Compliance Officer, regardless of who is involved. Our Chief Compliance Officer will then assess the situation and determine the appropriate course of action.