Sonoco Products Company

Executive Committee Charter



Purpose of Committee

The Board of Directors (the “Board”) may appoint not less than three Directors who shall constitute the Executive Committee (the “Committee”). Vacancies in the Committee may be filled at any meeting of the Board of Directors. The Committee may advise and aid the Officers of Sonoco Products Company  (the “Company”) in all matters concerning its interests and the management of its business. When the Board is not in session, the Committee shall have and may exercise all the powers of the Board of Directors, so far as may be delegated legally pursuant to South Carolina Corporation law and any other applicable law.


Committee Structure and Operations

Regular meetings of the Committee may be held without call or notice at such times and places as the Committee may decide. Special meetings of the Committee may be called by the Chairman of the Board or the Chief Executive Officer of the Company. The Secretary shall call special meetings when requested to do so by any two members of the Committee. Notice shall be given in the same manner as notice of special meetings of the Board.


At any meeting of the Committee, three members shall constitute a quorum. Any action of the Executive Committee to be effective must be authorized by the affirmative vote of a majority of the members present and in any event shall require not less than three affirmative votes.


The Secretary shall keep the minutes for these meetings, which shall be presented to the Board at the next regularly scheduled Board Meeting.


Resources and Authority of the Committee

The Committee shall have the resources and authority appropriate to discharge its duties and responsibilities, including the authority to retain counsel and other experts or consultants.