Nominating and Corporate Governance Comittee Charter
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| Committee | Members |
|---|---|
| Nominating and Corporate Governance |
|
Purpose
This charter establishes the responsibilities of the Nominating and Corporate Governance Committee (“Committee”) of the Board of Directors (“Board”) of Bemis Company, Inc. (the “Company”). The Committee shall review and reassess the charter at least annually and obtain the approval of the Board.
Composition
The Committee shall be comprised of the directors who are "independent" as defined in Section IV of the Principles of Corporate Governance. The members and Chair of the Nominating and Corporate Governance Committee shall be appointed by the Board and shall continue to act until their successors are elected, but shall be subject to removal at any time by a majority of the Board. Any resulting vacancy may be filled by the Board.
Statement of Policy, Meetings and Reporting
The Committee shall provide assistance to the Board in fulfilling its responsibility to the shareholders, potential shareholders, the investment community, and others relating to the proper governance of the Company. The Committee shall meet at such times as determined by the Chair of the Committee. A majority of the members of the Committee shall constitute a quorum for the transaction of business. The Committee may delegate one or more of its functions to subcommittees established from time to time by the Committee, but the Committee remains responsible for any function delegated to a subcommittee. The Committee shall, through its Chair, provide reports of the Committee’s meetings and actions to the Board.
Duties and Responsibilities
The Committee’s primary responsibility is to oversee recruitment of new directors and provide a forum for all outside directors to address issues of corporate governance. The Committee believes its policies and procedures should remain flexible, in order to best respond to changing conditions and to ensure the Board and shareholders that the corporate governance practices of the Company represent “best practices.”
In carrying out this purpose, the Committee will:
- Adopt, monitor and recommend to the Board any modifications of the Principles of Corporate Governance which may be necessary from time to time.
- Recommend to the Board the selection and replacement, if necessary, of the CEO and annually evaluate the performance of the CEO.
- Oversee evaluations of the Board and management.
- Begin or conclude each Committee meeting with an executive session without management present.
- Establish criteria for selection of new directors and nominees for vacancies on the Board.
- Identify and assist with the recruitment of qualified candidates for Board membership and for the positions of CEO, Chairman and Chair of the Committee.
- Jointly, with the CEO and Chairman, extend the invitation to each new director nominee.
- Make recommendations to the Board with respect to (i) the election of the CEO, Chairman and Committee Chairs, (ii) the assignment of individual directors to serve on designated committees and (iii) the selection of director nominees for election by the shareholders.
- Periodically review management succession planning to address leadership continuity.
- Accept or decline any tendered resignation of a director for reason of change of employment.
- Review any director conflict of interest issues and determine how to handle such issues.
- Evaluate the performance of any director whose term is expiring and whether such director should be invited to stand for reelection on the basis of the attached Expectations for Individual Director Performance.
- Establish any special committee that may be necessary to properly govern ethical or extraordinary legal matters which might arise.
- Be informed regarding the Compensation Committee’s actions in approving Board and executive compensation and the underlying philosophy for it.
- Perform an evaluation of the Committee’s performance at least annually to determine whether it is functioning effectively.
In carrying out its duties, the Committee will consult with and solicit the views of the CEO.
The Committee shall have direct access to reasonable independent professional resources necessary to perform its functions including the ability to retain and compensate professionals to assist with director recruitment and other functions of the Committee.
EXPECTATIONS FOR INDIVIDUAL DIRECTOR PERFORMANCE
It is expected that each Board member, in carrying out their duties and responsibilities of Board service will be guided by the following performance objectives:
- Representation of Shareholders and Other Stakeholders – Clearly recognizes the role of directors is to represent the interests of shareholders. Understands the difference between function of the Board and that of management.
- Judgment and Knowledge – Demonstrates judgment and knowledge in the ability to assess company strategy, business plans, management evaluation and other key issues. Sufficiently informed and knowledgeable to contribute effectively to Board’s monitoring responsibilities.
- Meaningful Participation – Comfortable being an active, inquiring participant. Participates in Board process in a meaningful way. Mindful not to get overly involved in operational details and the management process. Has confidence and willingness to express ideas and engage in constructive discussion. Actively participates in decision-making and is willing to make tough decisions. Is diligent and faithful in attending Board and Committee meetings.
- Communications – Communicates freely with other Board members. A good sounding board for other directors and the CEO. Asks insightful questions and raises thought provoking perspectives. Willing to hold management accountable for performance and results. Team player; works well with other directors while not necessarily sharing their views. Listens with an open mind.
- Expertise – Fulfills specific Board needs. Makes individual’s expertise available to the Board. Draws on relevant experience in addressing issues facing the Company. Willing to respond to appropriate requests of CEO outside of Board meetings for advice and support.
- Vision and Leadership – Understands the Company’s philosophy and strategy. Oriented toward the future, and sensitive to future direction of industry. Fulfills legal and fiduciary responsibilities. Supports the Company’s values, and is open, honest and direct. Makes appropriate time commitment for Board service. Has no conflict of interest in serving on Board.
- Professional Status – Standing and reputation in the business and professional communities in which the director operates. Appropriately represents the Company in such communities.