2004 Committee Charter : BLLI. Purpose
The primary purpose of the Nominating/Corporate Governance Committee (the "Committee") is to assist the Board of Directors (the "Board") of Ball Corporation (the "Corporation") in fulfilling its responsibility to identify qualified individuals to become Board members, recommend to the Board the selection of Board nominees for the next annual meeting of shareholders, and address the independence and effectiveness of the Board by advising and making recommendations on matters involving the organization and operation of the Board, corporate governance guidelines and directorship practices and overseeing the evaluation of the Board and its Committees.
The Committee shall be comprised entirely of independent directors as defined by the New York Stock Exchange (the "NYSE") for serving on the Committee as determined in the business judgment of the Board. The members of the Committee and the Committee Chair shall be elected by the Board at the annual organizational meeting of the Board and shall serve until their successors are duly elected and qualified by the Board.
III. Responsibilities and Duties
The Committee's role is generally one of oversight and it recognizes that the Board is responsible for the selection of and initial approval of Board nominees and the conduct of the annual evaluation of Board performance. In carrying out its responsibilities the Committee and its members are not providing any expert or special assurance as to Director, committee or Board performance.
The following matters comprise the recurring activities of the Committee in carrying out its functions. The responsibilities and duties of a member of the Committee are in addition to his or her duties as a member of the Board.
Identify and consider qualified candidates for Board membership consistent with policies and criteria approved by the Board, develop and maintain a list of candidates to fill vacancies on the Board and aid in attracting qualified individuals to the Corporation's Board. The Committee shall consider nominees for directorships submitted by shareholders.
Recommend to the Board director candidates to fill vacancies occurring on the Board.
Recommend to the Board annually a slate of director nominees to be elected by the shareholders at each annual meeting of the shareholders and recommend to the Board the inclusion of the slate in the Proxy Statement.
Develop and recommend to the Board any needed policies and criteria for selection of new directors, as it deems necessary.
Develop and recommend to the Board any needed policies and standards for ongoing service on the Board and its committees, as it deems necessary.
Develop and recommend any changes in the size, composition, organization and operational structure of the Board and its standing or ad hoc committees, as it deems necessary.
Develop and recommend to the Board a set of corporate governance guidelines applicable to the Corporation.
Develop and recommend to the Board ethical standards and ethics and legal compliance requirements for Directors and executive officers of the Corporation.
Develop, recommend and oversee a Board, Board committee and Director evaluation process.
Budget for and hire experts as are deemed appropriate to advise the Committee in the performance of its duties, including the hiring of director search firms.
Keep regular minutes of its meetings and report any actions taken to the Board at its next meeting.
Review the adequacy of this Charter on an annual basis.
Report annually to the Board concerning the performance of the Committee and discuss any needed action items for the Committee.
Provide reports required of the Committee by the NYSE or Securities and Exchange Commission.
Provide such other functions within the purposes, duties and responsibilities of the Committee as may be directed by the Board.