Nominating and Corporate Governance Comittee Charter

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Nominating and Corporate Governance Committee

Committee

Members

Nominating and Corporate Governance

  • Winslow H. Buxton- Chair and Lead Director
  • John G. Bollinger
  • William J. Bolton
  • David S. Haffner
  • Barbara L. Johnson
  • Timothy M. Manganello
  • Nancy P. McDonald
  • Roger D. O’Shaughnessy
  • Edward N. Perry
  • William J. Scholle
  • Philip G. Weaver

Purpose

This charter establishes the responsibilities of the Nominating and Corporate Governance Committee (“Committee”) of the Board of Directors (“Board”) of Bemis Company, Inc. (the “Company”). The Committee shall review and reassess the charter at least annually and obtain the approval of the Board.

Composition

The Committee shall be comprised of the directors who are "independent" as defined in Section IV of the Principles of Corporate Governance. The members and Chair of the Nominating and Corporate Governance Committee shall be appointed by the Board and shall continue to act until their successors are elected, but shall be subject to removal at any time by a majority of the Board. Any resulting vacancy may be filled by the Board.

Statement of Policy, Meetings and Reporting

The Committee shall provide assistance to the Board in fulfilling its responsibility to the shareholders, potential shareholders, the investment community, and others relating to the proper governance of the Company. The Committee shall meet at such times as determined by the Chair of the Committee. A majority of the members of the Committee shall constitute a quorum for the transaction of business. The Committee may delegate one or more of its functions to subcommittees established from time to time by the Committee, but the Committee remains responsible for any function delegated to a subcommittee. The Committee shall, through its Chair, provide reports of the Committee’s meetings and actions to the Board.

Duties and Responsibilities

The Committee’s primary responsibility is to oversee recruitment of new directors and provide a forum for all outside directors to address issues of corporate governance. The Committee believes its policies and procedures should remain flexible, in order to best respond to changing conditions and to ensure the Board and shareholders that the corporate governance practices of the Company represent “best practices.”

In carrying out this purpose, the Committee will:

In carrying out its duties, the Committee will consult with and solicit the views of the CEO. 

The Committee shall have direct access to reasonable independent professional resources necessary to perform its functions including the ability to retain and compensate professionals to assist with director recruitment and other functions of the Committee.

EXPECTATIONS FOR INDIVIDUAL DIRECTOR PERFORMANCE

It is expected that each Board member, in carrying out their duties and responsibilities of Board service will be guided by the following performance objectives: