Governance Highlights

Board Composition and Independence

  • The board has more independent directors than is required by the New York Stock Exchange. Except for the president and CEO, all directors are independent as defined by the NYSE.
  • The Audit, Compensation, Finance, and Governance and Corporate Responsibility Committees of the board are each composed solely of independent directors. Our Internal Audit Department reports ultimately to the board's Audit Committee.
  • Majority election of directors was implemented.
  • Annual election of directors was implemented.
  • The board elected an independent director as chairman.

Involvement of Senior Management and Independent Advisors

  • The Audit Committee meets separately with the company's director of Internal Audit and the company's external auditors. The chair of the Audit Committee regularly meets with the company's external auditors and members of the Internal Audit Department outside of committee meetings.
  • The Compensation Committee has retained one or more outside consultants to advise and assist it in carrying out its responsibilities. Management annually reports to the board about company performance on environmental, health and safety issues.
  • The Compensation Committee engaged F.W. Cook, an independent consultant who does no other work for the Company.

Performance Evaluation and Responsibility

  • Weyerhaeuser has maintained a code of ethics applicable to all officers, directors and employees since 1975. We provide a confidential and anonymous way for employees, suppliers, customers and others to raise questions about business practices, internal controls, accounting issues or compliance with laws.
  • The board annually evaluates the overall performance of the board with the assistance of the Governance and Corporate Responsibility Committee and reviews the performance of board committees.

Compensation and  Stock Ownership

  • The Company has eliminated single triggers in its change-in-control plans.
  • The Company has minimal executive perquisites.
  • The Company has increased officer stock ownership guidelines to six times salary for the CEO and three times salary for executive vice presidents and requires senior officers who are not in compliance with the guidelines to hold 75% of their net shares remaining after vesting of restricted stock and earn-out of performance shares.
  • The board of directors approved stock ownership guidelines for Directors of five times their cash annual fees.
  • The Compensation Committee annually completes a risk assessment of the Company’s compensation programs.
  • A policy prohibiting hedging and pledging of company stock by directors or officers was implemented.
  • A "clawback" policy was implemented.

Shareholders

  • All equity compensation plans, such as our stock option plans, have been approved by shareholders.
  • Supermajority voting provisions were eliminated.
  • Shareholders owning at least 25% of the outstanding common shares have the right to call special shareholder meetings.

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