Weyerhaeuser is committed to corporate governance policies that promote the long-term interests of our shareholders and strengthen accountability and trust in the Company. Below is a summary of some of the highlights of our corporate governance framework.
Board Composition and Independence
The board has more independent directors than is required by the New York Stock Exchange. Except for the Chairman and CEO, all directors are independent.
The Chairman and CEO positions are separate.
The board has appointed a lead independent director.
The Audit, Compensation, 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.
The board has regular executive sessions of independent directors.
All directors are elected annually.
Directors are elected by majority voting in uncontested elections.
Involvement of Senior Management and Independent Advisors
Management regularly reports to the board and its committees about Company performance on safety, environmental and health issues.
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 engaged F.W. Cook, an independent consultant who does no other work for the Company.
Performance Evaluation and Succession Planning
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.
The CEO’s performance goals are recommended by the Compensation Committee and approved by the board of directors, and the Compensation Committee and the board review performance against the goals annually.
The board is actively engaged and involved in succession planning, regularly reviewing the Company’s people development activities in support of its business strategy and engaging in a robust CEO succession planning process.
Compensation and Stock Ownership
Our compensation program is designed to reflect a strong pay-for-performance alignment that will result in superior financial results and create long-term value for shareholders.
The Company has “double trigger” accelerated vesting of our long-term equity incentive awards upon a change-in-control.
The Company has no executive perquisites other than limited relocation-related benefits.
The Compensation Committee annually completes a risk assessment of the Company’s compensation programs.
The Company has a "clawback" policy regarding recovery of incentive compensation in the event of a restatement of the financial or operating results of the Company or one of our business segments.
The Company has stock ownership guidelines requiring share ownership of six times salary for the CEO and two times salary for senior vice presidents, and requires officers who are not in compliance with the guidelines to hold 75% of their net shares remaining after vesting of restricted stock units and performance share units.
Stock ownership guidelines for directors require directors to hold Company shares valued at five times their cash annual fees.
The Company has a policy prohibiting hedging and pledging of Company stock by directors or officers.
We actively engage with our shareholders and value their opinions and views on key issues.
All equity compensation plans, such as our stock option plans, have been approved by shareholders.
We do not have supermajority voting provisions.
Shareholders owning at least 25% of our outstanding common shares have the right to call special shareholder meetings.
The Company has no shareholder rights plan (or “poison pill”), and has a policy generally requiring the board to obtain shareholder approval prior to adopting any rights plan.
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