Principles & Policies

Glatfelter's Board of Directors (the "Board") is charged with providing effective governance over the Company’s business for the benefit of its shareholders, and has approved the following Governance Principles. The Governance Principles, which provide a framework for the Board’s responsibilities, are in addition to, and are not intended to change or interpret, any Federal or state law or regulation, the New York Stock Exchange ("NYSE") listing standards, the Articles of Incorporation, or the By-Laws of the Company. The principles and guidelines herein are subject to modification from time to time by the Board.

1.  General
Glatfelter's business is conducted by its officers, managers and employees, under the direction of the Chief Executive Officer ("CEO") and the oversight of the Board, which is comprised of a majority of independent directors. The Board is elected by the Company’s shareholders and is responsible for the management of the business and affairs of the Company. The Board shall carry out its responsibility by establishing the strategic direction for the Company’s business and by selecting, evaluating, advising and monitoring executive management, and shall ensure that the long-term interests of the Company as a whole, and its shareholders, are served by the conduct of the business operations. The Board and management recognize that, in addition to the shareholders, other stakeholders in the business include employees, retirees, contractors, customers, suppliers, government and regulatory officials, as well as the communities in which the Company operates. The Board and management believe that recognizing the interests of these stakeholders is fundamental to being able to provide value to shareholders.

2.  Chairman & Chief Executive Officer
Currently, the Chief Executive Officer also serves as Chairman of the Board. As CEO, he presides at all meetings of the shareholders and is responsible to the Board for the day-to-day management of the Company. As Chairman, he proposes, with the involvement of the Board, the agenda for the meetings of the Board over which he presides.

3.  Other Executive Officers
The Board annually appoints executive officers of the Company at its organizational meeting following the Annual Meeting of Shareholders and at such other times as it may deem appropriate. A listing of the Company’s current officers, as well as its directors, may be found at http://www.glatfelter.com/e/invesstock.asp. 

1.  Board Functions
The Board has five regularly scheduled meetings a year at which it reviews and discusses reports by management on the performance of the Company, strategic options, and other significant issues faced by the Company. The full Board considers all major decisions affecting the Company. Directors are expected to attend all scheduled Board and meetings of committees of which they are members. In addition to its general oversight of management, the Board, either directly or through its committees, also performs a number of specific functions, including:

2.  Board Members
Independent directors, as defined by the NYSE listing standards and any applicable laws or regulations, shall constitute a majority of the Board. Generally, to meet the standard for "independence," a director must not be an employee of the Company nor have any material relationship with the Company, as affirmatively determined by the Board and disclosed in the proxy statement by the Board of Directors.

The Board presently consists of eight persons, comprising two classes of directors of three directors each, and one class of two directors. At each Annual Meeting of Shareholders, the successors to those directors whose terms expire at that meeting shall be elected to hold office for a term of three years each, so that the term of office of one class of directors shall expire in each year. Candidates to the Board are based on shareholder or director recommendations or search mechanisms, and are identified, screened, and recommended to the Board by the Nominating and Corporate Governance Committee for nomination for election by the shareholders. In recommending a nominee for director, the Nominating and Corporate Governance Committee shall consider, at a minimum, the nominee’s independence, availability of sufficient time to serve on the Company’s Board and the possession of such knowledge, experience, skills, expertise, wisdom, integrity, business acumen, understanding of the Company’s business environment and diversity so as to enhance the Board’s ability to manage and direct the affairs and business of the Company. When a term of a director extends beyond the date when the director reaches 72 years of age, such director shall resign from the Board effective at the next Annual Meeting of Shareholders following his or her 72nd birthday. In the case of a vacancy on the Board, the Board itself may fill that vacancy by choosing a director to serve until the next election of the class for which such director has been chosen. The replacement director shall serve until his or her successor has been selected and qualified, or until his or her earlier death, resignation, or removal.

It is the opinion of the Board that directors who change their principal occupation following their election to the Board should volunteer to resign from the Board upon their change of occupation. While it is not mandatory for a director to resign from the Board under such circumstances, there should be an opportunity for the Board to review the matter and make a determination concerning the appropriateness of the director remaining on the Board.

The Company does not limit the number of boards of publicly traded companies on which a director may serve. However, a director who is considering serving on the Board of Directors of another publicly traded company is expected to promptly so advise the Nominating and Corporate Governance Committee. The Committee will then consider the effect that these additional responsibilities could have on the director’s performance of his/her duties as a director of the Company, and will take such action as it may deem appropriate and in the best interests of the Company. The Company does expect all directors to devote sufficient time and effort to their duties as a Glatfelter Board member. This is a factor that is considered in the annual Board self-evaluation process.

3.  Board Committees
The Board shall at all times have a committee structure that is adequate for the conduct of the business of the Board of Directors and required for the operation of a publicly owned company. Currently, the Company has four standing committees, consisting of: (a) Audit, (b) Compensation, (c) Nominating and Corporate Governance and (d) Finance. The Board may, from time to time, create additional committees or terminate existing ones, if required. Committees support the role of the Board on issues that benefit from consideration by a smaller, more focused group of directors. The committees, whose chairpersons are appointed by the Board, shall have regularly scheduled meetings, and call additional meetings as appropriate. A management representative is assigned to each committee for purposes of planning meeting agendas and coordinating communications between management and the committee. The office of the Corporate Secretary is responsible for providing notice of the committee meetings and sending documents provided by the management representative(s) in advance of the meeting, as well as taking minutes of the committee meetings. The committee chairpersons routinely report on their committee activities to the Board at the next regular Board meeting following a committee meeting.

The purposes of each committee are defined in the Company’s By-Laws and in their respective charters. A summary of the roles of each committee is listed below. The committee charters and more information about the current composition of each committee are accessible by following the hyperlinks provided.

View the committee details and charters along with more information about the current composition of each committee.

4.  Compensation of Directors
The Company's annual proxy statement contains complete information about director compensation, which may vary based on factors such as committee service and number of meetings attended. To align each of director’s interests with those of the shareholders, each director is encouraged to own stock in the Company. Thus, the Company pays two-thirds (2/3) of the director’s annual retainer in stock in lieu of cash.

5.  Majority-Vote Policy
Commencing at the 2008 Annual Meeting, in an uncontested election, if a nominee for director who is an incumbent director receives at any meeting for the election of directors at which a quorum is present a greater number of votes “withheld” from his or her election than votes “for” such election (a “Majority Withheld Vote”), and no successor has been elected at such meeting, the Director shall promptly tender his or her resignation following certification of the shareholder vote. In an uncontested election, if a nominee for director who is not an incumbent director receives at any meeting for the election of directors at which a quorum is present a Majority Withheld Vote (but does receive the requisite plurality vote), the nominee will be deemed to have been elected to the Board and to have immediately resigned.

To be eligible to stand for election, each person who agrees to be nominated must also execute a written statement setting forth that such person agrees to be bound by this provision. The Nominating and Corporate Governance Committee shall consider the tendered resignation and make a recommendation to the Board as to whether or not to accept it. The Board will act on the Nominating and Corporate Governance Committee’s recommendation within 90 days following certification of the shareholder vote. In making their determinations, the Nominating and Corporate Governance Committee and the Board may consider any factors or other information that they consider appropriate or relevant. Thereafter, the Board will promptly disclose its decision whether or not to accept the Director’s resignation (and the reasons for rejecting the resignation, if applicable) in a press release or filing with the Securities and Exchange Commission. Any director who tenders his or her resignation pursuant to this provision shall not participate in the Nominating and Corporate Governance Committee’s recommendation or Board action regarding whether or not to accept the resignation. However, if each member of the Nominating and Corporate Governance Committee received a Majority Withheld Vote at the same meeting, then the remaining independent directors who did not receive a Majority Withheld Vote shall consider the resignations and determine whether or not to accept them. If the Directors who did not receive a Majority Withheld Vote in the same election constitute three or fewer directors, all directors may participate in the action regarding whether to accept the resignations, provided, however, that each director’s resignation will be acted upon separately and no director may participate in the Board action regarding whether or not to accept his or her resignation. A director whose resignation is not accepted by the Board shall continue to serve until the next annual meeting at which he or she is up for election and until his or her successor is duly elected, or until his or her earlier resignation or removal. If a director’s resignation is accepted by the Board, or if a nominee for director who is not an incumbent director is deemed to have been elected and to have immediately resigned, then the Board, in its sole discretion, may fill any resulting vacancy pursuant to Section 2.3 of Article II of the Company’s By-Laws or may amend the Company’s By-Laws to decrease the size of the Board. The Nominating and Corporate Governance Committee shall make a recommendation to the Board as to whether or not it should fill the vacancy or amend the Company’s By-Laws to reduce the size of Board.

6.  Ratification of Independent Auditors
The Board will submit the Audit Committee’s appointment of the independent registered public accounting firm to the Company’s shareholders for ratification at the Annual Meeting of Shareholders each year. If the shareholders fail to ratify the Audit Committee’s selection, the Audit Committee will reconsider its selection of the independent registered public accounting firm at such time and in such manner as the Audit Committee may determine in its sole discretion. The Audit Committee may in its discretion appoint a different independent registered public accounting firm at any time during the year if the Audit Committee determines that a change is in the best interests of the Company.

7.  Conduct and Ethics Standards for Directors
Directors are subject to the applicable provisions set forth in the Company's publication, Integrity - Our Code of Business Conduct (963 KB PDF). Directors fulfill their duties in a manner that avoids actual, potential or perceived conflicts of interest and that protects the Company’s reputation for honesty and integrity. Except as authorized by the Board, no non-management director shall have a direct economic relationship with the Company other than ownership of shares of the Company’s Common Stock or options to purchase such shares. Both Company loans to the directors or their family members, and guarantees of obligations of the directors or their family members are prohibited.

Directors owe a duty to advance the Company’s interests and are, therefore, prohibited from taking a business opportunity that is discovered through the use of Company property, information, or position, for their personal benefit. Directors shall meet at least annually with the Company’s General Counsel or Director of Compliance in order to review compliance standards that apply to the Company generally and to themselves specifically as directors. Any reports of violations of the Company’s Code of Business Conduct may be reported through the Integrity Helpline (800-346-1676), to the Vice President, General Counsel and Secretary, the Director of Compliance, or to the Audit Committee Chairperson. Retaliation is prohibited for complaints made or concerns raised through these channels.

The Company’s General Counsel or Director of Compliance shall provide an annual compliance report to the full Board, as well as to the Audit Committee.

Code of Business Ethics for CEO and Senior Financial Officers of Glatfelter

Originally Approved by the Board of Directors: December 17, 2003
Affirmed by the Board of Directors: December 15, 2004
Amended by the Board of Directors: December 14, 2005; March 8, 2006 and March 5, 2008