Weyerhaeuser Co.
Weyerhaeuser
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   Highlights | Senior Management Team | Committee Composition
  
| Code of Conduct | Insider Transactions | Director & Officer Ownership

  • The board has more independent directors than is required by the New York Stock Exchange. Except for the chairman and the president and CEO, all directors are independent as defined by the NYSE.

  • The Audit, Compensation and Corporate Governance Committees of the board are each composed solely of independent directors. Our Internal Audit Department reports ultimately to the board's Audit Committee.

  • 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.

  • To help ensure that shareholders receive accurate financial information, the Sarbanes-Oxley Act requires public companies to assess their internal control structure and procedures for financial reporting, and to disclose any material weakness in these controls. After 20 months of review and 22,000 direct employee hours, we concluded our internal controls were effective as of the end of the 2004 fiscal year and identified no material weaknesses.

  • Both the Corporate Governance Committee and Compensation Committee have retained one or more outside consultants to advise and assist them in carrying out their responsibilities. The Corporate Environment, Health & Safety Department annually reports directly to the Corporate Governance Committee about company performance on environmental, health and safety issues.

  • In 2004, the board adopted a policy for ongoing education of directors. The board set guidelines of eight hours of training per year and a combination of company-specific and external education.

  • Weyerhaeuser has established a Disclosure Committee that comprises company managers who routinely meet to monitor company developments that may be "material" (that is, affect an investor's decision about whether or not to invest). This committee also reviews announcements about those developments.

  • 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.

  • Weyerhaeuser Ethics and Business Conduct management system addresses all seven criteria the U.S. Sentencing Commission included in its revised Sentencing Guidelines describing an effective program to prevent and detect violations of the law.

  • All equity compensation plans, such as our stock option plans, have been approved by shareholders.

  • The board annually evaluates the overall performance of the board with the assistance of the Corporate Governance Committee and reviews the performance of board committees. Each board committee also periodically reviews its own performance.

    
Committee Charters
Audit Committee
Compensation Committee
Executive Committee
Governance and Corporate Responsibility Committee
Finance Committee