The principles within this section are designed to assist the Board of Directors
and the Executive Management team of Pride Packaging communicate how the Board
and Management group will conduct itself and manage the affairs of Pride
The standing committees for Pride Packaging are:
• Governance Committee
• Financial Audit Committee
• Compensation Committee
• Strategic Business Committee
Each Committee will develop a
charter that is approved by all committee members. Each Committee will be
chaired by an independent director unless noted below. No director may serve
more than three successive years on any such committee without written
extension or renewal wishes by all members of the committee.
The Governance Committee will consist of three independent members and be
chaired by the Chairman of the Board and the Chief Strategic Officer. The
Pride Packaging By-Laws authorize the Board to establish such committees as
the Board deems necessary to properly govern the company.
The Financial Audit Committee will consist of three Board members and one
independent member and be chaired by the Chairman of the Board.
The Compensation Committee will consist of three Board members and one
independent member and be chaired by the Chief Strategic Officer.
Directors are considered to be independent as long as they do not accept any
consulting, advisory, or other compensatory fee (other than Board or
Committee fees) from the Company.
Office of the Chairman Duties
The principle duties of the Chairman of
the Board are as follows:
1. Board Meetings
||Chair all Pride Packaging meetings of
||Establish an agenda for each Board
||Utilize the expertise and experience
of each director
2. Corporate Governance
Provide and ensure the facilitation and dissemination of useful information to
the Board in full disclosure of all financial, personnel and strategic business
4. Shareholder Meetings
||Recommend to the Board, for its
approval, an agenda for each Board and/or
||Provide leadership to the Board on
all annual meetings of shareholders
Board of Directors
The Board is presently comprised of five directors and the Board desires to
expand to a membership of seven directors and limit the directors to a maximum
level of nine.
Board Meetings and Executive Sessions
The Board of Directors will meet at least four times per year, typically at the
end of each quarter. Future meetings are scheduled as follows:
March 20, 2006 Location and time to be determined
June 15, 2006 Location and time to be determined
September 2, 2006 Location and time to be determined
December 23, 2006 Location and time to be determined
Appropriate officers, employees or consultants to Pride Packaging may be invited
by the CEO, CSO and/or Chairman to either a session meeting or quarterly Board
of Directors meetings.
All session or Board meetings will have corporate minutes taken and the minutes
shall be published for company record. Executive Session meetings can be called
by two or more Executive managers or Board members. The number of Executive
Session meetings is unlimited. Each Session meeting must have a published agenda
that is distributed to all attendees prior to the meeting.
The Company By-Laws will be established after the final Articles of
Incorporation are presented to the State Of Illinois for final ownership shares
Communicating to the Board
Pride Packaging will establish several communication venues for all
• Financial concerns should be directed in writing to the Chairman of the
Financial Audit Committee
• Concerns of company governance practice, ethics, or corporate conduct, should
be made in writing to the Governance Committee
• Other concerns should be communicated to the Company’s secretary
Code of Conduct and Ethics
The company has adopted a code of business conduct and ethics that applies to
all directors, officers and employees. The most important asset of Pride
Packaging is our reputation for integrity.
Pride Packaging is committed to fair hiring practices and promotes employees
based on talent and on their contributions. Our goal is to attract and retain a
culturally diverse workforce that matches the society in which we seek business.
Pride Packaging will avoid involvement in any activity that conflicts or gives
the appearances of conflict of business interest.
Minority Business Certification
Pride Packaging is a Minority Business Enterprise and is a minimum of at least
fifty-one percent (51%) minority owned, operated and managed, as per the
minority ownership criteria of various local state and federal accredited
organizations. Pride packaging will be submitting for National and regional
certification per the criteria standards set forth by the various certification