Executive and Governance Committee Charter



The primary purpose of the Executive and Governance Committee of the Board of Directors of Georgia-Pacific Corporation is to:

act on behalf of the full Board between regularly scheduled Board meetings, with all of the powers and authority of the Board, subject to such limitations as the Board and/or applicable law may from time to time impose;

identify and recommend individuals to the Board for nomination as members of the Board and its committees; and

assist the Board in developing and implementing the Company's corporate governance principles.



The Committee shall have the resources and authority appropriate to discharge its duties and responsibilities enumerated in this Charter and such other duties and responsibilities as it may be assigned upon the direction and approval of the Board. The Committee shall have the authority to select, retain and terminate counsel and other experts or consultants to advise it in carrying out its duties, and to approve the fees and other retention terms of such persons. The Committee shall have the sole authority to select, retain and terminate any search firm used to identify potential candidates for Board nominees, including the sole authority to approve the search firm's fees and other retention terms.


The Committee shall be comprised solely of non-management members of the Board, each of whom is an "independent director" in accordance with the Company's Corporate Governance Guidelines. The members of the Committee shall be appointed annually by the Board, and the Board shall designate one member of the Committee as Chairperson. The Board may fill vacancies on the Committee, and may remove a Committee member at any time with or without cause.


The Committee shall meet at such times as the Chairperson of the Committee shall designate, or at the request of a majority of Committee members, the Chairman of the Board, or a majority of the Board, in each case in accordance with the Company's Bylaws. The Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee of the Committee.

Reports and Minutes

The Committee shall report to the Board periodically or as required by the nature of its duties on all of its activities and shall make such recommendations to the Board as the Committee decides are appropriate. The Committee shall record minutes for each meeting. The Committee shall review and approve its minutes, which shall be filed with the Secretary of the Company for retention with the records of the Company.

Duties and Responsibilities

The duties and responsibilities of the Committee are to:


Seek qualified candidates for Board nominees, review the qualifications of potential nominees and make recommendations concerning them to the Board. In evaluating potential candidates for Board nominees, the Committee shall take into consideration the criteria for qualifications of directors established with the concurrence of the full Board and set forth in the Corporate Governance Guidelines. The Committee shall also review the qualifications and performance of each incumbent director prior to the expiration of his or her term.


Recommend to the Board the structure, composition and functions of the standing committees of the Board and identify, in consultation with the Chairman of the Board, directors qualified to serve as members of the committees of the Board (including this Committee). In nominating a director for committee membership, the Committee shall take into consideration any factors it deems appropriate, including without limitation the director's experience and background, its relevance to the goals and responsibilities of the committee, and the director's committee preferences. The Committee also shall review the number of other public company boards and board committees on which a potential committee member serves to ensure that he or she is able to devote sufficient time to perform the requisite committee duties.


Review the continued appropriateness of a director's membership on the Board under certain changed responsibilities or circumstances, as more fully described in the Corporate Governance Guidelines, and evaluate whether the Board should accept the director's resignation offered in connection therewith.


Develop and recommend to the Board corporate governance principles applicable to the Company, including the Corporate Governance Guidelines and the Code of Business Conduct and Ethics, and review those principles periodically.


Review the compensation of, and benefits for, directors; any waiver or interpretation of the Code of Business Conduct and Ethics applicable to directors; and potential conflicts of interest or other issues arising as a result of other positions held or proposed to be held by a Director.


Oversee the annual self-assessment of the Board and senior management.


Review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.


Evaluate the performance of the Committee annually.


Perform any other duties or responsibilities delegated to the Committee by the Board from time to time.