Nominating and Corporate
Governance Comittee Charter
and Corporate Governance Committee
and Corporate Governance
- Winslow H. Buxton- Chair
and Lead Director
- John G. Bollinger
- William J. Bolton
- David S. Haffner
- Barbara L. Johnson
- Timothy M.
- Nancy P. McDonald
- Roger D.
- Edward N. Perry
- William J. Scholle
- Philip G. Weaver
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.
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
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
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
In carrying out this purpose, the
- Adopt, monitor and recommend to the Board any
modifications of the Principles of Corporate Governance which may be
necessary from time to time.
- Recommend to the Board the selection and
replacement, if necessary, of the CEO and annually evaluate the performance
of the CEO.
- Oversee evaluations of the Board and
- Begin or conclude each Committee meeting with
an executive session without management present.
- Establish criteria for selection of new
directors and nominees for vacancies on the Board.
- Identify and assist with the recruitment of
qualified candidates for Board membership and for the positions of CEO,
Chairman and Chair of the Committee.
- Jointly, with the CEO and Chairman, extend
the invitation to each new director nominee.
- Make recommendations to the Board with
respect to (i) the election of the CEO, Chairman and Committee Chairs,
(ii) the assignment of individual directors to serve on designated
committees and (iii) the selection of director nominees for election by
- Periodically review management succession
planning to address leadership continuity.
- Accept or decline any tendered resignation of
a director for reason of change of employment.
- Review any director conflict of interest
issues and determine how to handle such issues.
- Evaluate the performance of any director
whose term is expiring and whether such director should be invited to
stand for reelection on the basis of the attached Expectations for
Individual Director Performance.
- Establish any special committee that may be
necessary to properly govern ethical or extraordinary legal matters which
- Be informed regarding the Compensation
Committee’s actions in approving Board and executive compensation and the
underlying philosophy for it.
- Perform an evaluation of the Committee’s
performance at least annually to determine whether it is functioning
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
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:
- Representation of Shareholders and Other
Clearly recognizes the role of directors is to represent the interests of
shareholders. Understands the difference between function of the Board and
that of management.
- Judgment and Knowledge – Demonstrates judgment and knowledge
in the ability to assess company strategy, business plans, management
evaluation and other key issues. Sufficiently informed and knowledgeable
to contribute effectively to Board’s monitoring responsibilities.
- Meaningful Participation – Comfortable being an active,
inquiring participant. Participates in Board process in a meaningful way.
Mindful not to get overly involved in operational details and the
management process. Has confidence and willingness to express ideas and
engage in constructive discussion. Actively participates in
decision-making and is willing to make tough decisions. Is diligent and
faithful in attending Board and Committee meetings.
- Communications – Communicates freely with other Board
members. A good sounding board for other directors and the CEO. Asks
insightful questions and raises thought provoking perspectives. Willing to
hold management accountable for performance and results. Team player;
works well with other directors while not necessarily sharing their views.
Listens with an open mind.
- Expertise – Fulfills specific Board needs. Makes
individual’s expertise available to the Board. Draws on relevant
experience in addressing issues facing the Company. Willing to respond to
appropriate requests of CEO outside of Board meetings for advice and
- Vision and Leadership – Understands the Company’s philosophy
and strategy. Oriented toward the future, and sensitive to future
direction of industry. Fulfills legal and fiduciary responsibilities.
Supports the Company’s values, and is open, honest and direct. Makes
appropriate time commitment for Board service. Has no conflict of interest
in serving on Board.
- Professional Status – Standing and reputation in the
business and professional communities in which the director operates.
Appropriately represents the Company in such communities.