Governance

John Faraci on Corporate Governance At International Paper, we believe that good corporate governance is the foundation upon which we build and achieve our goals and provide value to our shareholders, customers and the communities in which we live. We uphold the highest ethical standards and are accountable for all that we do.



International Paper Principles of Corporate Governance			International Paper Code of Business Ethics


The Company's Principles of Corporate Governance have been approved by the board of directors and, along with the charters and key practices of the board committees, provide the framework for the governance of International Paper. Corporate Governance Principles - Amended and Restated as of March 12, 2007 - .pdf 32 kb			The Company's Code of Business Ethics applies to all International Paper employees and has been adopted by the Board of Directors as the Company?s Code of Ethics for the Chief Executive Officer, Senior Financial Officers and Board of Directors. Ethics and Business Practice


Stockholder Nominations For Board of Directors Stockholders may nominate a person for election to the board by following certain procedures specified in the by-laws. Procedures for Stockholder Nominations - .pdf 16kb			Policies on Change of Control Agreements and Severance Agreements with Senior Executives


International Paper Director Qualification Criteria and Independence Standards - .pdf 55kb International Paper Related Person Transaction Policy - .pdf 52kb By-laws of International Paper Company - .pdf 64kb			On October 11, 2005, the Board of Directors adopted the following policies on Change of Control Agreements and Severance Agreements with Senior Executives (the "Revised Policies") which clarify and supersede the prior policies adopted on October 14, 2003. The Revised Policies impose limitations on future change of control agreements and severance agreements with the Company?s senior executives. Board Policy Change of Control Agreements - October 11, 2005 - .pdf 9.02kb Board Policy on Severance Policy for Senior Executives - October 11, 2005 - .pdf 18.49kb


International Paper Board Committees


Audit and Finance Committee Chairman: John L. Townsend, III. Other members of the Audit and Finance Committee are Lynn Laverty Elsenhans, Samir G. Gibara, William G. Walter and Alberto Weisser. Charter - .pdf 36 kb Pre-approval of Independent Auditor Services - .pdf 215kb * Each member of the Audit and Finance Committee qualifies as an "audit committee financial expert" as defined by the SEC. Governance Committee Chaired by Donald F. McHenry. Other members of the Governance Committee are David J. Bronczek, Samir G. Gibara, John L. Townsend, III, and John F. Turner. Charter - .pdf 15kb Public Policy and Environment Committee Chairman: John F. Turner. Other members of the Public Policy and Environment Committee are David J. Bronczek, Martha F. Brooks, Lynn Laverty Elsenhans and Donald F. McHenry. Charter - .pdf 58kb			Executive Committee Chaired by John V. Faraci. Other members of the Executive Committee are Donald F. McHenry, John L. Townsend, III, John F. Turner and William G. Walter. Charter - .pdf 17kb Management Development and Compensation Committee Chaired by William G. Walter. Other members of the Management Development and Compensation Committee are Martha F. Brooks, Samir G. Gibara, Donald F. McHenry and Alberto Weisser. Charter - .pdf 14kb