2003 Audit Charter: BMS
This charter establishes the responsibilities of the Audit Committee ("Committee") of the Board of Directors ("Board") of Bemis Company, Inc. ("Company"). The Committee has oversight responsibility for the integrity and fair presentation of the Company's financial reporting. The Committee is directly responsible for the selection, compensation and oversight of the work of the Company's outside auditor. The Committee will meet with financial executive management, outside auditors and internal audit manager to assess the Company's internal controls and the outside auditor's independence.
The Committee shall consist of a minimum of three (3) Company Directors. Each member shall meet the independence requirements of the New York Stock Exchange ("NYSE") listing requirements and the Securities and Exchange Commission ("SEC"), each as in effect from time to time. The members and the Chair shall be appointed by the Board. If the Chair is not present at a meeting the members may designate a Chair for the meeting by majority vote.
Each Committee member must be financially literate. Financial literacy is defined as capable of reading and understanding financial statements (balance sheet, income statement, statement of cash flow and a statement of stockholders' equities). At least one of the Committee members must be financially sophisticated. Financially sophisticated is defined as (1) trained in accounting or finance or (2) having held management position(s) in accounting or finance or (3) having an oversight responsibility for the accounting or finance function as a senior operational executive. The Committee shall aspire to have at least one member who is an "audit committee financial expert" as defined by the SEC. Committee members shall not serve simultaneously on the audit committees of more than three public companies.
The Committee recognizes that the preparation of the Company's financial statements and other financial information is the responsibility of the Company's management. The auditing, or conducting limited reviews, of those financial statements and other financial information is the responsibility of the Company's outside auditors. The Company's financial executive management and its outside auditors, in the exercise of their responsibilities, acquire greater knowledge and more detailed information about the Company and its financial affairs than the members of the Committee. Consequently, the Committee is not responsible for providing any expert or other special assurance as to the Company's financial statements and other financial information.
The Committee's responsibility is to oversee the financial reporting process and practices of the Company and to assist the Board in fulfilling its responsibilities to the shareholders, potential shareholders and the investment community to ensure the corporate accounting and reporting practices of the Company are in accordance with all applicable requirements. The Committee members do not represent themselves to be experts in the field of accounting, auditing or financial reporting. As such, they are not expected to conduct "field work" or other types of technical reviews to assure themselves to the quality of work performed. The Committee shall be entitled to rely upon the integrity of the Company's financial executive management, internal audit manager and its outside auditors. Should financial executive management, the internal audit manager or its outside auditors become aware that information provided to the Committee cannot be relied upon, that party has the responsibility to promptly report such findings to the Committee and the Board.
In carrying out its oversight responsibilities, the Committee shall:
The Committee shall meet at least four times a year prior to the regularly scheduled Board meetings. At each Committee meeting, the Company's financial executive management shall be present along with the outside auditor and internal audit manager (in person or via telephone). At each meeting the Committee may meet privately with any of the above parties. During these meetings financial executive management, outside auditors and internal audit manager shall report to the Committee on items specified in the Oversight Responsibilities section of this Charter or other matters determined by the Committee. At each meeting an individual will be assigned the responsibility to act as Secretary for the purpose of recording notes. The Committee will communicate with the Board through presentations during the next Board Meeting and/or by submission of the Minutes of the Audit Committee meetings to the Board. The Committee has the authority to meet in addition to the regularly scheduled meetings if matters merit such a meeting.
Responsibilities to the Board
It is the responsibility of the Committee to annually review the audited financial statements to be included in the Annual Report to the SEC (10-K Report). The Committee must vote to recommend to the entire Board the inclusion of the audited financial statements in the Company's Annual Report to the SEC. At the next available Board meeting the Chair will make a motion before the entire Board recommending the inclusion of the audited financial statements in the Company's Annual Report to the SEC.
The Committee is required to include a report in the Company's annual proxy statement. This report must be prepared to meet the reporting requirements of the SEC and the NYSE. The name of each member of the Committee must appear below the report in the proxy statement.
The outside auditor is ultimately responsible to the Board and the Committee, as representatives of the shareholders. Therefore, it is the Committee's responsibility to annually recommend to the Board the nomination of the outside auditors for approval by the shareholders.
As Amended January 30, 2003
2003 Audit Charter: BN
CHARTER OF THE AUDIT COMMITTEE
Statement of Purpose
The Audit Committee is appointed by the Board of Directors to assist the
Committee Membership and Qualifications
The Committee shall be comprised of three or more directors. The members
Appointment and Removal of Committee Members
The members of the Committee shall be appointed by the Board of Directors
The Chairperson of the Committee shall be appointed by the Board of
The Committee shall meet at least quarterly, or more frequently as
The Committee may ask members of management or others to attend the
Responsibilities and Duties
The Committee shall have the sole authority to retain and terminate the
The Committee shall preapprove all auditing services and permitted
The Committee shall have the authority, to the extent it deems necessary
In carrying out these responsibilities and duties, the Committee will:
1. Review and reassess the adequacy of this Charter at least annually in
3. Meet separately and on a periodic basis with management, the internal
4. Review and discuss with management and the independent auditors the
5. Review and discuss with management and the independent auditors the
6. In consultation with the management, the independent auditors and the
7. Discuss with management and the independent auditors significant
8. Review and discuss quarterly reports from the independent auditors on:
o All critical accounting policies and practices to be used.
o Other material written communications between the independent
9. Discuss with management and the independent auditors the effect of
10. Discuss with the independent auditors the matters required to be
11. Review disclosures made to the Committee by the Company's Chief
12. Review the performance of the independent auditors, including an
13. Approve all audit engagement fees and terms and other significant
14. On an annual basis, review and discuss with the independent auditors
15. Review the independent auditors' audit plan prior to the commencement
17. Obtain and review a report from the independent auditors at least
18. Ensure the rotation of the lead (or coordinating) audit partner having
19. Set clear policies for the hiring by the Company of employees or
Internal Audit Department
20. Review and approve the internal audit function of the Company,
21. Review the budget, any changes in plan, activities, organizational
22. Review the appointment, performance, replacement, reassignment or
23. Review significant reports prepared by the internal audit department
24. On at least an annual basis, review with the Company's General Counsel
25. Advise the Board of Directors with respect to the Company's policies
26. Establish procedures for the receipt, retention and treatment of
27. Obtain from the independent auditors assurance that Section 10A(b) of
Other Committee Responsibilities
28. Report regularly to the Board of Directors (i) following meetings of
29. Maintain minutes or other records of meetings and activities of the
Annual Performance Evaluation
The Committee shall perform a review and evaluation, at least annually, of
While the Committee has the responsibilities and powers set forth in this