PRINCIPLES OF CORPORATE GOVERNANCE
These principles have been adopted by the Board of Directors as the basis for how the Board will manage its affairs.
These principles replace all previous Board policies on this subject and will be reviewed and modified by the Board as needed on recommendation of the Nominating and Corporate Governance Committee.
The standing committees of the Board are at present:
· Nominating and Corporate Governance Committee
· Audit Committee
· Compensation Committee
Each committee shall be chaired by an independent Director, and shall have a charter approved by that committee and by the Board of Directors. The charters for the above committees are attached as Exhibits 1, 2 and 3, respectively. The Board has also adopted a charter, attached as Exhibit 4.
The Nominating and Corporate Governance Committee will consist of the independent directors and be chaired by the Chairman of the Board except at times when the Chairman is not an independent director. In such case, the Nominating and Corporate Governance Committee will be chaired by an independent director. The Skills/Characteristics and the Principal Duties of the Chair of the Nominating and Corporate Governance Committee are attached as Exhibits 5 and 6. The Committee is intended to provide a forum for independent directors to address issues of corporate governance and is responsible for the recruitment of new Directors.
As a general rule, directors shall serve on one committee in addition to the Nominating and Corporate Governance Committee. Membership on committees shall be rotated periodically to provide all directors experience on all committees; however, this principle of rotation should not deprive the Board of expertise possessed by specific directors.
In addition, the Company’s By-Laws authorize the Board to establish such committees as the Board deems necessary to properly govern the Company. The Board has established an Executive and Finance Committee and this committee has the authority to exercise all the powers of the Full Board, except the Executive and Finance Committee does not have the power to change the membership of, or fill vacancies in, the Executive and Finance Committee or to amend the Company’s By-Laws. Generally, this Committee will only meet or act in emergencies, or when requested by the Full Board. The Executive and Finance Committee will report any actions to the Full Board as soon as reasonably possible.
The Principal Duties of the Chairman of the Board are attached as Exhibit 7.
The number of Directors may be changed from time to time by a resolution adopted by a majority of the entire Board of Directors. The Board believes that it can function best if Board size is kept in the range of 7 to 15 directors.
Directors shall be considered "independent" as long as they are independent within the meaning of applicable laws, regulations and the NYSE listing requirements, as the same may be amended from time to time. Independent directors shall always constitute a substantial majority of the Board.
The Compensation Committee shall establish director compensation.
The Board expects individual directors to use their judgment in accepting directorships of other corporations or charitable organizations and to allow sufficient time and attention to Company matters. Without approval of the Nominating and Corporate Governance Committee, non-employee directors may not serve on more than three other public company boards, and employee directors may not serve on more than one other public company board. Before accepting new directorships on other corporate boards, directors must notify the Nominating and Corporate Governance Committee. The Committee should then consider the new directorship in the context of the director’s ability to continue to perform their Bemis Board duties.
The Committee, with the assistance of the General Counsel, should also assure that no potential conflicts are presented by any new directorship.
Employee directors receive no additional compensation for serving as a Board member.
An employee director shall submit his or her resignation from the Board upon termination of his or her active service as an employee or a significant change in responsibilities, and the Nominating and Corporate Governance Committee shall determine whether to accept such resignation.
A non-employee director must submit to the Nominating and Corporate Governance Committee a written offer to resign from the Board after a material change in full-time position or responsibilities. A non-employee director shall retire from the Board upon the completion of a term of service after he or she has attained the age of 75. Exceptions to this rule may be made by the Board in extraordinary circumstances for limited time periods.
The Board will determine, on an annual basis, whether each director is "independent," as defined in Section IV.
To the extent permitted by applicable regulations and NYSE listing standards, the Board may establish categories of relationships that would be deemed not to interfere with the independence of a director.
The Nominating and Corporate Governance Committee shall determine from time to time the appropriate number of regular Board meetings.
Appropriate officers of the Company may be invited by the CEO and/or Chairman to attend the general session of Board meetings.
Directors will begin or conclude each regular meeting with an executive session without management present.
All new directors shall be provided an orientation program, including personal briefing sessions from members of senior management on the Company’s accounting policies, financial reporting, business strategies and key legal and regulatory issues. Directors shall participate in continuing education programs, at the Company's expense, to the extent necessary to assure a current understanding of director responsibilities and best practices.
The Company has established several means for shareholders or others to communicate their concerns to the Board of Directors. If the concern relates to the Company’s financial statements, accounting practices or internal controls, the concern should be submitted in writing to the Chairman of the Audit Committee in care of the Company’s Secretary at the Company’s headquarters address. If the concern relates to the Company’s governance practices, business ethics or corporate conduct, the concern may be submitted in writing to the Chairman of the Nominating and Corporate Governance Committee in care of the Company’s Secretary at the Company’s headquarters address. If the shareholder is unsure as to which category his or her concern relates, he or she may communicate it to any one of the independent directors in care of the Company’s Secretary.
The Company has adopted and has disclosed on its website a code of business conduct and ethics. This code applies to directors, officers and employees. The Company is obligated to promptly disclose any waivers of this code for directors or executive officers.
Updated February 21, 2012