Board of Directors

The board oversees the management of our global business, including its commitment to sustainability.

Composition, Structure and Independence

We follow New York Stock Exchange corporate governance rules and requirements. As of June 2010, 11 directors serve on the board; all except the CEO are independent directors under the standards of the New York Stock Exchange. These directors are or have recently been leaders of major companies and institutions and possess a wide range of experience and skills.

We have more independent outside directors than is required, with 10 out of 11 independents. The average number as of 2009 is 82 percent, according to a study by Spencer Stuart, a recruiting and leadership consulting firm. We have 91 percent.

The Weyerhaeuser board also has appointed an independent director to serve as chairman. The average number of boards with independent chairmen as of 2009 is 16 percent according to the same study by Spencer Stuart. The board has declined to adopt a policy that requires it to have an independent chairman at all times; however, the board has provided that during periods when it does not have an independent chairman, the independent chair of the Executive Committee will serve as Lead Director.

Three of the independent directors on our board are women, which is 30 percent of the independent directors compared with a national average of 17 percent, as reported by Spencer Stuart. One independent director is African-American, which is 10 percent of the independent directors and consistent with a national average of 10 percent as reported by Spencer Stuart.

In its assessment of corporate governance and business practices, GovernanceMetrics International® rated Weyerhaeuser in six categories, including:

• Board accountability
• Financial disclosure and internal controls
• Shareholder rights
• Executive remuneration
• Corporate behavior (management of environmental risks, labor relations, foreign sourcing practices, and significant litigation and regulatory actions)

All companies rated by GMI are scored on a scale of 1.0 (lowest) to 10.0 (highest). Weyerhaeuser received a GMI rating of 9.5 in 2009. A GMI rating of 9.0 or higher is well above average.

Key 2009-10 Board Accomplishments

• The board agreed to amend the company Articles of Incorporation to declassify the board and eliminate supermajority voting.
• The board determined that conversion to a real estate investment trust would best support the company's strategic direction.
• The board continued its strategic review of the company's asset portfolio and determined that the company's timberlands, wood products, cellulose fibers and real estate businesses would fit within a REIT structure.