Purpose and Authority:
2003 Committee Charter : LFB
The purpose of the Nominating and Corporate Governance Committee (the "Committee") is to:
identify individuals qualified to become members of the Company's Board of Directors, consistent with
criteria approved by the Board;
select and recommend to the Board director and committee member candidates;
develop, update as necessary and recommend to the Board corporate governance principles and policies
applicable to the Company, including Corporate Governance Guidelines;
monitor compliance with such principles and policies; and
oversee the evaluation of the Board and management.
The Committee shall have the sole authority to engage and terminate any search firm that is used to identify
director candidates, including the sole authority to approve fees and other retention terms. The Committee
also shall have all authority necessary to fulfill the duties and responsibilities assigned to the Committee in
this Charter or otherwise assigned to it by the Board (including in the Corporate Governance Guidelines).
The Committee may obtain advice and assistance from outside legal, accounting and other advisors as the
Committee deems necessary to carry out its duties, and shall have the authority to select, retain and
compensate these advisors without seeking Board approval.
As the Committee deems appropriate, it may form and delegate authority to subcommittees and may
delegate authority to one or more designated members of the Committee.
The Committee shall be composed of two or more directors, as determined by the Board, each of whom shall
meet, as determined by the Board, the standards established by the New York Stock Exchange, other
applicable laws and regulations governing independence, and the Company's Corporate Governance
Guidelines from time to time.
Appointment and Removal of Members
The members of the Committee shall be appointed by the Board on the recommendation of the Chair of the
Board following the Chair's consultation with the incumbent Chair of the Committee. The Board may
remove any member from the Committee at any time with or without cause.
Duties and Responsibilities:
The Committee shall have the following duties and responsibilities, in addition to any duties and
responsibilities assigned to the Committee from time to time by the Board.
Review and recommend for Board consideration director candidates for election (at the Company's
annual meeting of shareholders and, as the need arises, to fill any Board vacancies), based on the
Director Selection Guidelines outlined in Exhibit A to this Charter
Consider and advise the Board with regard to unsolicited nominations of director candidates.
Periodically review and recommend to the Board appropriate revisions to the Director Selection
Guidelines outlined in Exhibit A to this Charter.
Determine procedures for the review, approval and recommendation of director candidates, as
Board and Board Performance
Periodically review the size and overall composition of the Board and recommend to the Board any
Periodically review the appropriateness of any restrictions on Board service, such as any term limits
and any retirement policy.
Oversee the evaluation of the Board and management, and establish, coordinate and review with the
Chair of the Board the criteria and method for evaluating Board effectiveness.
Determine the method of communications between (a) employees, shareholders and other interested
parties and (b) non-management directors or the presiding director.
Recommend the frequency of regular meetings of non-management directors and develop the format for
such meetings, including, if the Board does not have a non-management Chair, the selection of the
presiding director at such meetings.
Develop in consultation with the Chair of the Board, an annual meeting calendar for the Board.
Monitor any orientation and continuing education programs for directors.
Develop and recommend to the Board procedures for selection of the Chair of the Board.
Develop and recommend to the Board procedures for the Board's review of, and for communicating
such review to, the Chair of the Board.
Board Committee Matters
Recommend to the Board, as appropriate, the number, type, functions, structure and independence of
Annually (or as the need arises to fill any vacancies) recommend to the Board director membership on
Board committees and advise the Board and the committees about the selection of committee Chairs.
(The Committee may consider rotation of Chairs and committee members when making its
Establish and coordinate with each committee Chair the criteria and method for evaluating the
effectiveness of such committee.
Management Selection, Review and Development
Determine procedures for the selection of the Chief Executive Officer. Review with the Chief
Executive Officer the functions and roles of senior management and, as appropriate, make
recommendations to the Board for changes.
Determine procedures for evaluating the performance of the Chief Executive Officer and other
members of senior management, and oversee such evaluation.
Develop guidelines for, and monitor compliance with, long-range succession planning.
Develop and maintain, in consultation with the Chair of the Board and the Chief Executive Officer, a
short-term succession plan for unexpected situations affecting the Chief Executive Officer and other
members of senior management.
In consultation with the Chief Executive Officer, review executive development activities.
Develop and at least annually review and recommend to the Board appropriate revisions to the
Company's Corporate Governance Guidelines pursuant to, and to the extent required by, regulations and
listing standards applicable to the Company from time to time.
Monitor compliance with and the effectiveness of the Corporate Governance Guidelines.
Develop, review and recommend to the Board, as appropriate, other principles and policies relating to
corporate governance, and monitor compliance with and the effectiveness of such principles and
policies, as appropriate.
Ethics Compliance and Complaint Procedures
Develop and periodically review and recommend to the Board appropriate revisions to a code of
business conduct and ethics applicable to the Company's directors, officers and employees pursuant to,
and to the extent required by, regulations and listing standards applicable to the Company from time to
Develop and periodically review and recommend to the Board appropriate revisions to a code of ethics
applicable to the Company's senior financial officers pursuant to, and to the extent required by,
regulations and listing standards applicable to the Company from time to time.
Monitor compliance with and the effectiveness of the codes mentioned above.
Regularly report to the Board on significant matters arising from the Committee's activities, and
annually regarding the Committee's assessment of the Board's and management's performance.
The Committee shall establish a meeting calendar annually. The Committee may hold such other meetings
as are necessary or appropriate for the Committee to fulfill its responsibilities. In the absence of a member
designated by the Board to serve as Chair, the members of the Committee may appoint from among their
number a person to preside at their meetings.
The Committee shall review and reassess this Charter at least annually and, if appropriate, propose changes
to the Board.
The Committee shall obtain or perform an annual evaluation of the Committee's performance and make
applicable recommendations for improvement.
LONGVIEW FIBRE COMPANY
Director Selection Guidelines
The Charter of the Nominating and Corporate Governance Committee (the "Committee") of the Board
requires the Committee to periodically review and recommend to the Board appropriate revisions to these
Director Selection Guidelines. The following guidelines have been adopted by the Board upon the
recommendation of the Committee.
When considering potential director candidates for nomination or election, directors should consider the
following qualifications, among others, of each director candidate:
Willingness to act in the best interest of the Company as a whole as opposed to pursuing the best
interest of particular shareholders or groups;
High standard of personal and professional ethics, integrity and values;
Training, experience and ability at making and overseeing policy in business, government or education
Willingness and ability to keep an open mind when considering matters affecting interests of the
Company and its constituents;
Willingness and ability to devote the required time and effort to fulfill effectively the duties and
responsibilities related to Board and committee membership, including consideration of, among other
factors, employment demands and other board and committee service;
Willingness and ability to serve on the Board for multiple terms, if nominated and elected, to enable
development of a deeper understanding of the Company's business affairs
Willingness not to engage in activities or interests that may create a conflict of interest with a director's
responsibilities and duties to the Company and its constituents; and
Willingness to objectively assess Board, committee and management performances.
Board Composition Selection Criteria:
The Board believes that its effectiveness depends on the overall mix of the skills and characteristics of its
directors. Accordingly, the following factors, among others, relating to Board composition should be
considered when determining Board needs and evaluating director candidates to fill such needs:
Diversity (e.g., age, geography, professional, other);
Other demands on the candidate's time and energies, including employment and other board and
Industry knowledge (e.g., relevant industry or trade association participation);
Skills and expertise (e.g., accounting or financial);
Public company board and committee experience;
Non-business-related activities and experience (e.g., academic, civic, public interest, other);
Board continuity (including succession planning);
Number and type of committees, and committee sizes; and
Legal and New York Stock Exchange requirements and recommendations, and other corporate
governance-related guidance regarding board and committee composition.
Potential director candidates should be referred to the Chair of the Committee for consideration by the
Committee and possible recommendation to the Board. The Committee shall maintain a list of director
candidates to consider and propose to the Board, as required. If necessary or desirable in the opinion of the
Committee, the Committee will determine appropriate means for seeking additional director candidates,
including engagement of any search firm to assist the Committee in the identification of director candidates.
The Committee shall be responsible for conducting appropriate inquiries into the backgrounds and
qualifications of potential director candidates.
The Committee shall decide on the appropriate means for the review of individual director candidates,
including current directors, and the recommendation of director candidates to the Board. In the event of a
vacancy on the Board, the Chair of the Committee shall initiate the effort to identify appropriate director