Sonoco Products Company
and Nominating Committee Charter
The Corporate Governance and Nominating Committee (the “Committee”) shall serve as the primary source for the Board of Directors (the “Board”) of Sonoco Products Company (the “Company”) in (1) recommending individuals to the Board for nomination as members of the Board, and (2) developing and recommending principles of corporate governance for the Company to the Board. The Committee shall report to the Board on a regular basis and not less than once a year.
The Committee shall consist solely of three or more members of the Board, each of whom has been determined by the Board to be “independent” under the rules of the New York Stock Exchange, Inc. Members shall be appointed by the Board for such term or terms as the Board may determine, but may be removed at any time by the Board.
Committee Structure and Operations
The Board shall designate one member of the Committee as its chairperson. The Committee shall meet when deemed necessary or desirable by its members or its chairperson.
Committee Purpose and Responsibilities
The following are the purpose and responsibilities of the Committee:
1. To recommend to the Board amendments to the bylaws of the Company.
2. To develop and recommend to the Board a set of corporate governance guidelines applicable to the Company and to review those guidelines at least once a year. Such recommendations shall include:
a. The structure, mission, practices and policies of the Board, including but not limited to:
Size of the Board
· Director responsibilities
· Director orientation and continuing education
meetings and review of agenda ·
outside directors ·
Mix of inside and
outside directors ·
· Director access to management
· Outside affiliations of the Chief Executive Officer (the
b. The structure and mission of Board committees
identify individuals believed to be qualified to become Board members, consistent
with criteria approved by the Board, and to recommend to the Board the nominees
of the Board to stand for election as directors at the annual meeting of
stockholders. In the case of a vacancy created in the office of director
(including a vacancy created by an increase in the size of the Board), the
Committee may recommend to the Board an individual to fill such vacancy either
through election by the Board or through election by stockholders. In
recommending candidates, the Committee shall take into consideration such
factors as it deems appropriate. These factors should include diversity, age,
skills such as understanding of appropriate technologies and general finance,
decision-making ability, inter-personal skills, experience with businesses and
other organizations of comparable size, and the interplay
of the candidate’s
experience with other Board members' experience.
. The Committee should also consider potential director candidates recommended by shareholders if, in making such recommendations, the shareholders comply with the requirements of law, the Corporate Governance Guidelines and any other policies or criteria adopted by the Board.
7. To review with the Board on an annual basis the skills and characteristics of the then current members of the Board based on the factors noted above.
8. To ensure that processes are in place for annual CEO performance evaluation and reviews of succession planning and management development.
9. To recommend to the Board a corporate philosophy and strategy governing director compensation and benefits, and to monitor the company’s program of director compensation and benefits.
11. To oversee the evaluation of the Board and management.
13. To conduct an annual evaluation of the Committee, its performance and this charter.
14. To undertake any other duties or responsibilities expressly delegated to the Committee by the Board from time to time.
The Committee may, in its discretion and to the extent permitted by law, delegate all or a portion of its duties and responsibilities to a subcommittee 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. The Committee shall have the sole authority to select and retain a consultant or search firm to be used to help identify director candidates, to terminate any such consultant or search firm, and to approve such consultant's or search firm’s fees or other retention terms.