About Tredegar
At A Glance
Corporate Governance
Governance Guidelines
Board of Directors
Committees
Bylaws
Code of Conduct
Stock Ownership Guidelines
Insider Transactions
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1. Board of Directors; Chairman

Tredegar's directors are elected by its shareholders to oversee management and to act in the best interest of the corporation and its shareholders. Tredegar's Board of Directors has a Chairman who is not part of Tredegar's management and whose duties and responsibilities are separate and distinct from those of Tredegar's Chief Executive Officer. The Chairman's responsibility is to Tredegar's shareholders and the Board of Directors.

2. Ethical Business Principles

• Integrity and ethical behavior are core values of Tredegar. Tredegar's Board, officers and employees shall reflect such principles in the conduct of business. The Board is responsible for providing the best example of these values and should reinforce their importance at appropriate times.
• The Nominating and Governance Committee periodically reviews Tredegar's Code of Conduct, its Conflict of Interest Policy (as set forth in the Code of Conduct) and its Investment Conflict of Interest Policy. The Committee is responsible for evaluating the adequacy of those policies in addressing situations in which business opportunities arise that may potentially give the appearance of impropriety. The Committee has management confirm periodically that employees are aware of these policies and that the policies are enforced.

3. Board Composition/Qualifications

• In determining Board size, directors should consider the nature, size and complexity of Tredegar’s operations and the cohesiveness and effectiveness of the Board.
• The Board should exhibit a diversity of backgrounds and expertise. Moreover, directors should be persons of the utmost integrity who possess the highest standards of business and professional conduct. Directors should also possess the skills, judgment, commitment and time necessary to discharge their responsibilities. These characteristics are emphasized in the evaluation and recruitment of new directors.
• A majority of the Board of Directors shall be persons who are determined by the Board to be considered independent under the independence standards established by the New York Stock Exchange and the Securities and Exchange Commission as in effect from time to time. To be considered independent under these standards, the Board of Directors must determine that a director does not have a material relationship (direct or indirect) with Tredegar. The Independence Determination Guidelines attached to these guidelines as Appendix 1 have been established to assist the Board of Directors in making these independence determinations.

4. Board Meetings and Attendance; Private Sessions

• There shall be a minimum of four Board meetings per year.
• Meeting agendas are set by the Chairman and the Chief Executive Officer and distributed prior to meetings. Board members may request that items be added to agendas.
• Board meeting materials are distributed to Board members sufficiently in advance of meetings to allow for thorough prior review.
• Attendance
  • Directors are expected to attend all Board and Committee meetings
  • Attendance that falls below 75% should be discussed with the Chairman to determine if excessive time conflicts are likely to continue
• The non-management members of the Board meet from time to time in private session (i.e., without any member of management present). The chair at these sessions is the Chairman.
• The independent members of the Board meet at least annually in private session (i.e., without any member of management or any non-independent director present). The chair at these sessions is the Chairperson of the Nominating and Governance Committee.
• The Board has unanimously approved a process, described in Tredegar’s annual proxy statement, for shareholders to communicate directly to the Board and individual Board members.

5. Committees

• Current Committees of the Board are the Audit Committee, the Nominating and Governance Committee, the Executive Compensation Committee, the Executive Committee and the Investment Policy Committee. The Board may, from time-to-time, create other committees. Each member of the Audit Committee, the Nominating and Governance Committee and the Executive Compensation Committee shall be a person who is determined by the Board to be considered independent under the independence standards established by the New York Stock Exchange and the Securities and Exchange Commission as in effect from time to time.
• Upon the recommendation of the Nominating and Governance Committee, the Board appoints annually the chair and members of each Committee.
• There are no limits on terms for service on standing Committees; the Board may replace Committee members as appropriate.

6. Responsibilities of the Board of Directors

In addition to general oversight of management as part of its statutory responsibility to direct the management of the business and affairs of Tredegar, the Board of Directors is responsible for performing the following functions:

• Approve major corporate decisions and oversee, develop and implement broad corporate policies.
• Monitor and assess performance and ask appropriate questions of management to address accountability with established goals.
• Stay well-informed regarding Tredegar businesses; management is responsible for providing accurate information to Board members, who should carefully review that information in advance of Board meetings.
• Partner with the CEO on strategic issues by coaching, advising and consulting.
• Be willing to be proactive in crisis situations.
• Understand, review and monitor Tredegar’s strategic plans and the implementation thereof.
• Review and approve major capital allocation recommendations of management.
  • The Executive Committee has approval authority for capital projects that exhibit clear business merits and do not represent a material financial commitment.
• Through the Audit Committee, oversee the quality and integrity of Tredegar’s (i) accounting, reporting, and financial control practices and (ii) Tredegar’s legal compliance programs and procedures.
• Select, evaluate, terminate and, through the Executive Compensation Committee, set the compensation of, the CEO.
• Appoint or approve the appointment of, and through the Executive Compensation Committee, approve the compensation of, other executive officers.
• Establish and maintain proper corporate governance practices, which include, but are not limited to, an annual review of these Governance Guidelines by the Nominating and Governance Committee, the consideration by such Committee of other corporate governance issues and related matters, and the recommendation by such Committee to the Board of any governance issues for Board review, and the subsequent review by the Board thereof.
• Through the Nominating and Governance Committee, recommend to the Board director candidates for shareholder approval and recruit effective new Board members.

7. Director Compensation/Stock Ownership

• Board members are encouraged to own Tredegar stock. Directors are expected to comply with Tredegar's stock ownership reporting and trading guidelines.
• A meaningful portion of director compensation is in the form of Tredegar stock in order to align the interests of directors with the long-term interests of Tredegar’s shareholders. Consequently, non-employee directors receive reasonable and customary compensation in the form of an annual retainer consisting of cash and Tredegar stock. The annual retainer is paid quarterly or as otherwise determined by the Nominating and Governance Committee. The Chairman and each Committee chairperson also receive an additional annual cash retainer. Non-employee directors also are paid reasonable and customary meeting fees for attendance at Board and Committee meetings. Meeting fees are paid subsequent to the meetings; the annual retainers for the Chairman and each Committee chairperson are paid quarterly.
• To further align the interests of directors and shareholders, Tredegar has stock ownership guidelines for its directors and executives.

8. Board Performance Review

• At each meeting, Board members are encouraged to comment upon the Board’s performance during the meeting and offer suggestions on how the Board may further enhance its effectiveness at future meetings.
• A group consisting of the Chairman of the Nominating and Governance Committee, the Chairman of the Board and the CEO conducts an annual performance evaluation of the Board and its individual members. The Chairman of the Nominating and Governance Committee reports to the Board the conclusions of the annual evaluation at the regular Board meeting immediately following completion of the evaluation.

9. Access to Management and Advisors

• Board members should have access to management at all times. As necessary and appropriate to consider particular matters, the Board and its Committees have the right to retain independent financial, legal and other advisors.

10. Continuing Education/Orientation

• Board members must be knowledgeable about Tredegar’s businesses, the duties and responsibilities of directors of publicly traded companies and general governance principles.
• Continuing education opportunities include presentations on Tredegar’s businesses at Board meetings, periodic site visits, full access to management and other similar opportunities.
• New Board members receive an appropriate orientation introducing them to Tredegar’s businesses, the functions of the Board, the duties and responsibilities of directors of publicly traded companies and general governance principles.
• Board members are encouraged to attend conferences and other continuing education programs designed for directors of publicly traded companies.

11. CEO Performance Review

• During private sessions of regular Board meetings (i.e., sessions without management present), the Chairman solicits from the Board comments and/or issues concerning CEO performance (among other matters). The Chairman reviews with the CEO the comments and issues raised by Board members during private sessions.
• Through the Executive Compensation Committee, the Board formally evaluates CEO performance annually. The Chairman (or, at the Chairman’s request, the Chairman of the Executive Compensation Committee) communicates the conclusions of each such evaluation to the CEO and to the Board.
• Written communication will be provided to the CEO upon the request of the Board.

12. CEO Succession

• The CEO succession planning process includes a regular (minimum of two times per year) Board review, and assessment of potential successors. This review contemplates both emergencies and CEO normal retirement. For each candidate, the review includes each of the following:
  • Readiness and potential
  • Demonstrated skills and competencies
  • Needed experience and training to fill gaps
  • Independent assessment information
  • Summary of any recent 360 review
  • Plan for adequate exposure to Board
  • Organization's response to leadership

A director shall not be independent if he or she satisfies any one or more of the following criteria:

1. A director who is, or who has been within the last three years, an employee of Tredegar, or whose immediate family member is, or has been within the last three years, an executive officer, of Tredegar (excluding past service as an interim Chairman, CEO or other executive officer).
2. A director who has received or who has an immediate family member, serving as an executive officer, who has received, during any twelve-month period within the last three years, more than $120,000 in direct compensation from Tredegar (excluding (A) director and committee fees and pension/other forms of deferred compensation for prior service that is not contingent in any way on continued service and (B) compensation for past service as an interim Chairman, CEO or other executive officer).
3. (A) A director who is or whose immediate family member is a current partner of a firm that is Tredegar’s internal or external auditor; (B) a director who is a current employee of such a firm; (C) a director who has an immediate family member who is a current employee of such a firm and who personally works on Tredegar's audit; or (D) a director who was or whose immediate family member was within the last three years (but is no longer) a partner or employee of such a firm and personally worked on Tredegar’s audit within that time.
4. A director who is or has been within the last three years, or whose immediate family member is, or has been within the last three years, employed as an executive officer of another company where any of Tredegar’s present executives at the same time serves or served on that company’s compensation committee.
5. A director who is a current employee, or whose immediate family member is a current executive officer, of a company that has made payments to, or received payments from, Tredegar for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million or 2% of such other company’s consolidated gross revenues (as reported for the last completed fiscal year).

The Board shall also consider a director’s charitable relationships. A director who is an officer, director, or trustee of a charitable or non-profit organization shall not be considered to have a material relationship with Tredegar that impairs the director’s independence so long as Tredegar’s contributions to the entity in any of the last three fiscal years (excluding amounts contributed by Tredegar under its employee matching gift program) are less than $1 million or 2% of such entity’s consolidated gross revenues as reported for the last completed fiscal year (whichever is greater).

References to “Tredegar” include Tredegar and any of its subsidiaries.