A. Purposes of the Committee
2004 Committee Charter : GEF
The purposes of the Nominating and Corporate Governance Committee (the
"Committee") of the Board of Directors (the "Board") of Greif, Inc. (the "Company") are to
(1) assist the Board by identifying individuals qualified to become Board members, consistent
with the criteria approved by the Board, and to recommend to the Board the selection of director
nominees for each annual meeting of stockholders; (2) review and recommend to the Board
qualifications for committee membership and committee structure and operations; (3)
recommend to the Board directors to serve on each committee and a Chairperson for such
committee; (4) develop and recommend to the Board a set of corporate governance policies and
procedures (the "Corporate Governance Guidelines") applicable to the Company; and (5) lead
the Board in its annual review of the Board's performance.
B. Composition of the Committee
The Committee shall consist of no fewer than two directors. At or before the time
required by applicable listing standards of the New York Stock Exchange ("NYSE"), each
member of the Committee shall qualify as an independent director under the standards
established by the NYSE and by the Board. The members of the Committee shall be appointed
by and serve at the pleasure of the Board. Vacancies on the Committee may be filled by the
Board, and members of the Committee may be removed only by the Board.
C. Meetings and Procedures of the Committee
The Committee shall meet at least two times annually or more frequently as
circumstances require. The Board shall designate one member of the Committee as its
Chairperson. The Chairperson will, in conjunction with appropriate members of the Committee
and management, establish the meeting calendar and set the agenda for each meeting.
Committee members may suggest the inclusion of matters for the agenda. The Chairperson of
the Committee or a majority of the members of the Committee may call special meetings of the
Committee. The Committee may form subcommittees of not fewer than two members for any
purpose that the Committee deems appropriate and may delegate to such subcommittees such
power and authority as the Committee deems appropriate.
The Committee may request that any directors, officers or employees of the Company, or
other persons whose advice and counsel are sought by the Committee, attend any meeting of the
Committee to provide such information as the Committee requests.