The Board of Directors of John Wiley
& Sons, Inc. (the "Company") has established a Governance
Committee (the "Committee") with authority, responsibilities
and specific duties as described below.
The Committee shall assist the Board in the selection of board members
and in making the Board as effective as possible through suggestions and
periodic evaluations. The Committee shall also develop and recommend to
the Board a set of corporate governance principles applicable to the
The Committee shall be provided with such resources as it needs to
fulfill its responsibilities, including outside consultants, as appropriate,
and shall have sole authority to retain, terminate and determine the fees
of any search firm to be used to identify director candidates.
The Committee shall consist of three or more non-employee members of the
Board, in accordance with applicable SEC and NYSE regulations and
policies. In addition, the Chairman of the Board and the Chief Executive
Officer may participate on a non-voting basis.
The Committee will meet at least twice a year with additional meetings as
it may deem appropriate.
Minutes of each meeting will be prepared by the Corporate Secretary and
sent to Committee members for approval prior to submission to the full
Make recommendations to the Board regarding the size
and composition of the Board.
Assist the Board in determining the appropriate
general qualifications and criteria for directorships; and identify and
recommend qualified candidates for election to the Board. The Committee
shall consider (a) each candidate's experience, skills, integrity and
willingness to devote substantial time and energy to Board
responsibilities, and (b) the manner in which each candidate's qualities
(i) complement those of existing Board members
and (ii) contribute to the functioning of the Board as a whole.
Make recommendations to the Board with respect to (a)
qualified candidates for election to the Board at the annual meeting with
respect to the slates for Class A and Class B directors; (b) filling
vacancies which may occur through death, resignation, retirement, or
removal of Board members, or through an increase in the size of the
Board; and (c) any nominations or other proposals which may be made by
shareholders in accordance with the Company's by-laws.
Assist the Board in proposing committee assignments,
including committee memberships and chairs.
Assist the Board in evaluating, maintaining and
improving its own effectiveness by conducting informal evaluations
annually and formal evaluations every other year, and presenting the
results of these evaluations to the Board with recommendations as
Conduct an annual evaluation of its own performance,
review committee member qualifications, and make recommendations to the
Board regarding appointments and removals.
Monitor the orientation of new directors in order to
promote a basic understanding of Board policies and the Company's
business, and oversee continuing education programs for all directors.
Recommend and periodically review with the Board
Corporate Governance Principles for the Company in accordance with
applicable SEC and NYSE regulations and policies.
Periodically review the charters of Board committees
and make appropriate recommendations for improvement.
Periodically review director compensation, benefits,
Directors and Officers Liability and indemnity provisions, and recommend
appropriate adjustments to the Board.
Revised and Approved by the Board of Directors
John Wiley & Sons, Inc.
September 15, 2005