2003 Audit Charter: BMS

BEMIS COMPANY, INC.
AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
COMMITTEE CHARTER


Purpose

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.

Membership

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.

Qualifications

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.

Oversight Responsibilities

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:


Review this charter annually and, when considered necessary, make recommendations to the Board to modify it.

 


Meet with financial executive management, the outside auditors and the internal audit manager to (a) assess the adequacy and effectiveness of internal controls and the quality of judgments about the appropriateness of accounting principles, practices, estimates and disclosures; (b) review explanations for any unusual transactions and, as appropriate, report them to the Board; (c) review disputed matters between financial executive management and the outside auditors or internal audit manager; (d) review the potential effect on the Company of proposed changes to generally accepted accounting principles; (e) review the scope, coverage and procedures of the proposed audit plan with particular focus on maintaining a reasonable and cost-effective balance between outside auditors and internal audit resources; (f) review the audit reports of the outside auditors and the internal audit manager identifying recommendations for improving internal controls and processes; (g) elicit recommendations for the improvement of procedures or particular areas where new or more detailed controls or procedures are desirable; and (h) review any significant matters identified during the audits or quarterly reviews.

 


Establish procedures for (a) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal controls or auditing matters and (b) the confidential, anonymous submission by employees of information regarding questionable accounting or auditing matters all in accordance with the requirements of Section 301 of the Sarbanes-Oxley Act as amended and related statutory and/or regulatory requirements. The Audit Committee shall work with financial executive management of the Company to establish and maintain appropriate procedures to implement this responsibility.

 


Review legal and regulatory matters that may have a material effect on the financial statements or related Company compliance policies.

 


Establish procedures that seek to prevent the outside auditors from performing any non-audit services that are prohibited by the applicable rules.

 


Pre-approve all audit and permitted non-audit services, including the fees and terms of such services, to be performed for the Company by the outside auditors

 


Be responsible for the appointment, compensation, oversight, and where appropriate, replacement of the Company's outside auditors (including resolution of disagreements between management and the auditor regarding financial reporting), with each such audit firm reporting directly to the Audit Committee. The Audit Committee shall work with financial executive management of the Company to establish and maintain appropriate procedures to implement this responsibility.

 


Work with management to see that any Code of Ethics adopted by the Company applicable to the Company's financial executive management is adequately communicated to the financial executive management and, if necessary, consider and approve any amendments to, or waivers granted, under such Code.

 


Provide sufficient opportunity for the outside auditors and internal audit manager to meet privately with the Committee without members of management present. Among the items to be discussed in these meetings are the outside auditors' evaluation of the Company's financial accounting and auditing personnel, and the cooperation which the outside auditors received during the course of their audit.

 


Maintain free and open means of communications between the Directors, outside auditors, the internal audit manager and the financial executive management of the Company.

 


Annually receive written notice from the outside auditors regarding their independence as required in Independence Standards Board Standard No. 1 and discuss such annual report with the outside auditors in a Committee meeting.

 


Ensure that the Code of Conduct is adequately communicated to employees throughout the organization and review employee compliance to this Code.

 


Have the authority to conduct any investigation it deems appropriate within the scope of its duties, with full access to all books, records, facilities and outside advisors of the Company. The Committee is authorized to engage independent counsel and advisors as it deems necessary and to compensate counsel and advisors who are retained on terms deemed reasonable and appropriate by the Audit Committee. The Audit Committee shall work with financial executive management of the Company to establish and maintain appropriate procedures to implement this responsibility.
Meetings

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

BANTA CORPORATION

CHARTER OF THE AUDIT COMMITTEE
(Adopted January 28, 2003)

Statement of Purpose

The Audit Committee is appointed by the Board of Directors to assist the
Board in monitoring (a) the integrity of the financial statements of the
Company, (b) the independent auditors' qualifications and independence, (c) the
performance of the Company's internal audit function and independent auditors
and (d) the compliance by the Company with legal and regulatory requirements.
The Committee is also responsible for preparing the report of the Audit
Committee required by the Securities and Exchange Commission (the "SEC") to be
included in the Company's proxy statement for its annual meeting of
shareholders.

Committee Membership and Qualifications

The Committee shall be comprised of three or more directors. The members of
the Committee shall meet the independence and experience requirements of the New
York Stock Exchange, Inc., Section 10A(m)(3) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and the rules and regulations of the SEC.
The Company will endeavor to ensure that at least one member of the Committee is
a "financial expert" as defined by the SEC. Members of the Committee shall not
simultaneously serve on audit committees of more than two other public companies
without the prior consent of the Board of Directors.

Appointment and Removal of Committee Members

The members of the Committee shall be appointed by the Board of Directors
annually or as necessary to fill vacancies on the recommendation of the
Company's Nominating and Corporate Governance Committee. Each member shall serve
until his or her successor is duly elected and qualified or until such member's
earlier resignation or removal. Any member of the Committee may be removed, with
or without cause, by a majority vote of the Board of Directors.

Chairperson

The Chairperson of the Committee shall be appointed by the Board of
Directors upon recommendation of the Nominating and Corporate Governance
Committee and in consultation with the Chairman of the Board of Directors. The
Chairperson will chair all regular sessions of the Committee and, in
consultation with the Company's Chief Financial Officer, set the agendas for
Committee meetings.

Meetings

The Committee shall meet at least quarterly, or more frequently as
circumstances dictate. Any member of the Committee may call meetings of the
Committee.

The Committee may ask members of management or others to attend the meeting
and provide pertinent information as necessary. The Committee shall periodically
meet privately in executive session with management, the internal auditing
department, the independent auditors, and as a Committee.

Responsibilities and Duties

The Committee shall have the sole authority to retain and terminate the
Company's independent auditors. The Committee shall be directly responsible for
the compensation and oversight of the work of the independent auditors
(including resolution of disagreements between management and the independent
auditors regarding financial reporting) for the purpose of preparing or issuing
an audit report or related work. The independent auditors shall report directly
to the Committee.

The Committee shall preapprove all auditing services and permitted
non-audit services (including the fees and terms thereof) to be performed for
the Company by its independent auditors, subject to the de minimus exceptions
for non-audit services described in Section 10A(i)(1)(B) of the Exchange Act
which are approved by the Committee prior to the completion of the audit. The
Committee may delegate authority to grant preapprovals of audit and permitted
non-audit services to one or more of its members, provided that decisions of
such member or members to grant preapprovals shall be presented to the full
Committee at its next scheduled meeting. Except as specified in the preceding
sentence, the Committee shall have no authority to delegate its responsibilities
and duties to a subcommittee of its members.

The Committee shall have the authority, to the extent it deems necessary or
appropriate, to retain independent legal, accounting or other advisors. The
Company shall provide for appropriate funding, as determined by the Committee,
for payment of compensation to the independent auditors for the purpose of
rendering or issuing an audit report and to any advisors employed by the
Committee.

In carrying out these responsibilities and duties, the Committee will:

Review Procedures

1. Review and reassess the adequacy of this Charter at least annually in
consultation with the Nominating and Corporate Governance Committee.
Submit the Charter to the Board of Directors for approval and have the
Charter published in the proxy statement in accordance with SEC
regulations.


2. Review and discuss with management and the independent auditors the
Company's annual audited financial statements and the independent
auditors' report thereon, including disclosures made in management's
discussion and analysis, contained in the Company's Form 10-K and
annual report to shareholders prior to the filing or distribution
thereof. As part of the review process, the Committee will recommend
to the Board of Directors whether the audited financial statements
should be included in the Company's Form 10-K.

3. Meet separately and on a periodic basis with management, the internal
auditors and the independent auditors.

4. Review and discuss with management and the independent auditors the
quarterly and annual earnings press releases (including a review of
any use of "pro forma" or "adjusted" non-GAAP information), as well as
financial information and earnings guidance provided to analysts and
rating agencies.

5. Review and discuss with management and the independent auditors the
Company's Form 10-Q, including disclosures made in management's
discussion and analysis as well as the results of the independent
auditors' review of the quarterly financial statements.

6. In consultation with the management, the independent auditors and the
internal auditors, consider the integrity of the Company's financial
reporting processes and controls. Discuss significant financial risk
exposures and the steps management has taken to monitor, control and
report such exposures, including the Company's risk assessment and
risk management policies. Review significant findings prepared by the
independent auditors and the internal auditing department together
with management's responses.

7. Discuss with management and the independent auditors significant
financial reporting issues and judgments made in connection with the
preparation of the Company's financial statements and any major issues
regarding accounting principles and financial statement presentation,
including any significant changes in the Company's selection or
application of accounting principles, any major issues as to the
adequacy of the Company's internal controls and any special steps
adopted in light of material control deficiencies.

8. Review and discuss quarterly reports from the independent auditors on:

o All critical accounting policies and practices to be used.


o All alternative treatments of financial information within
generally accepted accounting principles that have been discussed
with management, ramifications of the use of such alternative
disclosures and treatments, and the treatment preferred by the
independent auditors.

o Other material written communications between the independent
auditors and management, such as any management letter or
schedule of unadjusted differences.

9. Discuss with management and the independent auditors the effect of
accounting and regulatory initiatives as well as off-balance sheet
structures, if any, on the Company's financial statements.

10. Discuss with the independent auditors the matters required to be
discussed by Statement on Auditing Standards No. 61 relating to the
conduct of the audit, including any difficulties or problems
encountered in the course of the audit work and management's response
thereto, any restrictions on the scope of activities or access to
requested information, and any significant disagreements with
management.

11. Review disclosures made to the Committee by the Company's Chief
Executive Officer and Chief Financial Officer during their
certification process for the Form 10-K and Form 10-Q about any
significant deficiencies in the design or operation of internal
controls or material weaknesses therein and any fraud involving
management or other employees who have a significant role in the
Company's internal controls.

Independent Auditors

12. Review the performance of the independent auditors, including an
evaluation of the lead audit partner.

13. Approve all audit engagement fees and terms and other significant
compensation to be paid to the independent auditors.

14. On an annual basis, review and discuss with the independent auditors
all significant relationships they have with the Company that could
impair the auditors' independence.

15. Review the independent auditors' audit plan prior to the commencement
of the audit and discuss audit scope, staffing, locations, reliance
upon management, and internal audit and general audit approach.


16. Consider the independent auditors' judgments about the quality and
appropriateness of the Company's accounting principles as applied in
its financial reporting.

17. Obtain and review a report from the independent auditors at least
annually regarding (a) the independent auditors' internal
quality-control procedures, (b) any material issues raised by the most
recent internal quality-control review, or peer review, of the firm,
or by any inquiry or investigation by governmental or professional
authorities within the preceding five years respecting one or more
independent audits carried out by the firm, (c) any steps taken to
deal with any such issues, and (d) all relationships between the
independent auditors and the Company. Evaluate the qualifications,
performance and independence of the independent auditors, including
considering whether the auditors' quality controls are adequate and
the provision of permitted non-audit services is compatible with
maintaining the auditors' independence, and taking into account the
opinions of management and the internal auditors. The Committee shall
present its conclusions with respect to the independent auditors to
the Board of Directors.

18. Ensure the rotation of the lead (or coordinating) audit partner having
primary responsibility for the audit and the audit partner responsible
for reviewing the audit as required by law. Consider whether, in order
to assure continuing auditor independence, there should be regular
rotation of the audit firm itself.

19. Set clear policies for the hiring by the Company of employees or
former employees of the independent auditors who participated in any
capacity in the audit of the Company.

Internal Audit Department

20. Review and approve the internal audit function of the Company,
including independence and the proposed audit plans for the coming
year.

21. Review the budget, any changes in plan, activities, organizational
structure, and qualifications of the internal audit department, as
needed.

22. Review the appointment, performance, replacement, reassignment or
dismissal of the internal audit manager.

23. Review significant reports prepared by the internal audit department
together with management's response and follow-up to these reports.


Compliance Oversight

24. On at least an annual basis, review with the Company's General Counsel
any legal matters that could have a significant impact on the
organization's financial statements, the Company's compliance with
applicable laws and regulations, and inquiries received from
regulators or governmental agencies.

25. Advise the Board of Directors with respect to the Company's policies
and procedures regarding compliance with applicable laws and
regulations and the Company's codes of ethics and compliance. Annually
review a summary of director and officer related party transactions
and potential conflicts of interest.

26. Establish procedures for the receipt, retention and treatment of
complaints received by the Company regarding accounting, internal
accounting controls or auditing matters, and the confidential,
anonymous submission by employees of concerns regarding questionable
accounting or auditing matters.

27. Obtain from the independent auditors assurance that Section 10A(b) of
the Exchange Act has not been implicated.

Other Committee Responsibilities

28. Report regularly to the Board of Directors (i) following meetings of
the Committee, (ii) with respect to such other matters as are relevant
to the Committee's discharge of its responsibilities and (iii) with
respect to such recommendations as the Committee may deem appropriate.
The report to the Board of Directors may take the form of an oral
report by the Committee's Chairperson or any other member of the
Committee designated by the Committee to make such report.

29. Maintain minutes or other records of meetings and activities of the
Committee.

Annual Performance Evaluation

The Committee shall perform a review and evaluation, at least annually, of
the performance of the Committee, including by reviewing the compliance of the
Committee with this Charter. The Committee shall conduct such evaluations and
reviews in such manner as it deems appropriate.


Limitation of Committee's Role

While the Committee has the responsibilities and powers set forth in this
Charter, it is not the duty of the Committee to plan or conduct audits or to
determine that the Company's financial statements and disclosures are complete
and accurate and are in accordance with generally accepted accounting principles
and applicable rules and regulations. These are the responsibilities of
management and the independent auditors.