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Principles of Corporate Governance

Purpose and Nature of Bemis Company, Inc.’s Governance Principles

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. 

Committees - Structure and Procedures

The standing committees of the Board are at present:

• Nominating and Corporate Governance Committee
• Audit Committee
• Compensation Committee

Each committee shall have a charter approved by that committee and by the Board of Directors.

Each committee shall be chaired by an independent director and, effective with the adoption of these principles, such term as chair shall generally be no longer than five successive years with the exception of the Nominating and Corporate Governance Committee Chair, which will have an eight-year term. If circumstances warrant, the Nominating and Corporate Governance Committee may approve term extensions or renewals.

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, it will be chaired by an independent director who is the Chair of the Nominating and Corporate Governance Committee. The Skills/Characteristics and the Principal Duties of the Chair of the Nominating and Corporate Governance Committee are detailed below. The Committee is intended to provide a forum for independent directors to address issues of corporate governance.

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 Committee will report any actions to the Full Board as soon as reasonably possible.

Skills / Characteristics for Chair of Nominating and Corporate Governance Committee

The Chair of the Nominating and Corporate Governance Committee must be an independent/outside director who possesses the ability to remain independent of, but appropriately supportive of, the management of the Company, and to represent the interests of the other directors and the shareholders. In addition, the person should have:

• The trust and respect of all other directors, the Chairman and Chief Executive Officer, and the top management of the Company.
• Knowledge of the Company, its history, its business and the competitive environment in which it operates.
• Knowledge of the corporate governance process, and the ability to determine which issues the Board properly should address and which have been delegated to the CEO and the management of the Company.
• The ability to act as a facilitator of the Board members, to draw out their ideas and to bring the group to a consensus.
• The ability to provide wise counsel to the Chairman and Chief Executive Officer and other directors.
• The time and interest necessary to serve in this role. 

Principal Duties of Chair of Nominating and Corporate Governance Committee

• Chair all meetings of the Nominating and Corporate Governance Committee of the Board.
• Establish the agenda for Nominating and Corporate Governance Committee meetings.
• Be available to act as the Board link and advisor to the Chairman and Chief Executive Officer and others designated as members of the office of the CEO.
• Act as the focal point on the Board for:
  • All issues of corporate governance for which the Nominating and Corporate Governance Committee is responsible.
  • Facilitation of communication between the Board and the CEO.
  • Suggestions from outside directors, especially on sensitive issues that they feel need to be resolved.
  • Assuring that any subjects Board members want on the agenda are included.
• Providing counsel to the other directors in the performance of their duties.
• Managing CEO evaluation process including follow-up with CEO.
• Managing Board and individual Board member evaluation processes.
• Chair board meetings in absence of Chairman and chair Executive Sessions of the Board if Chairman is an inside director.

Office of the Chairman

The Principal Duties of the Chairman of the Board are as follows:

Board Meetings

• Chair all meetings of the Board in a manner which utilizes the time of the Board effectively and which takes full advantage of the expertise and experience that each director has to offer.
• In collaboration with the Chair of the Nominating and Corporate Governance Committee, and in consultation with the Chief Executive Officer if the CEO and Chairman are not the same person, establish an agenda for each Board meeting which covers all matters which should come before the Board in the proper exercise of its duties.

Corporate Governance

• Provide input and support to the Chair of the Nominating and Corporate Governance Committee on:
  • Selection of committee chairs and membership on Board committees.
  • Compensation philosophy for the Board and candidates for Board membership.
• Be accountable to and provide leadership for all issues of corporate governance which should come to the attention of the Board and the Nominating and Corporate Governance Committee.

Communication

• Ensure that the Board is provided with full information on issues relevant to the Board and its responsibilities, including information on the condition of the Company, its businesses and the environment in which they operate.
• Facilitate and encourage constructive and useful communication between management and the Board and among Board members.

Shareholders’ Meetings

• Recommend to the Board for its approval an agenda for each shareholders’ meeting which covers all matters which should come before the shareholders.
• Provide leadership to the Board in establishment of positions which the Board should take on issues to come before the annual meetings of shareholders. Preside at shareholders’ meetings.

Board Composition, Selection, Compensation and Tenure

The Board is presently comprised of 13 directors and the Board believes that it can function best if Board size is kept in the range of 8 to 15 directors.

Directors shall be considered “independent” as long as they do not accept any consulting, advisory or other compensatory fee (other than Board or Committee fees) from the Company, are not an affiliated person of the Company or its subsidiaries and are independent within the meaning of applicable laws, regulations and the NYSE listing requirements, as the same may be amended from time to time.

The Board is presently comprised of 10 independent directors, the Chairman, the CEO and the CFO. 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.

It is expected that a non-employee director would 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 70. Exceptions to this rule may be made by the Board in extraordinary circumstances for limited time periods.

Independence of Directors

The Company will determine, on an annual basis, whether each director is “independent,” as defined above.

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.

Board Meetings

At this time, four regular meetings are held each year. The Nominating and Corporate Governance Committee shall determine from time to time the appropriate number of 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 meeting with an executive session without management present.

Director Orientation and Continuing Education

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.

Communicating Concerns to the Board

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.

Code of Conduct and Ethics

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.