Corporate Governance Committee Procedures

CG-1

Owner: Board of Directors, Corporate Governance Committee
Effective Date: August 1, 2003
Last Revision:

PURPOSE:

This is a policy issued to implement the responsibilities specified under the Committee’s Charter. Duties Nos. 1-3, 5 and 8-9.

SCOPE:

The Committee is responsible for the review of candidates and the recommendation of nominees to serve on the Board.

PROCEDURE:


Committee Meeting --		Action When any Director believes that a conflict might exist between his or her role at Johnson Controls and their role at another organization, such a potential conflict should be brought to the attention of the Chairman. The Chairman will bring the issue to the Committee at its next regular meeting together with any opinions or advice therein which are appropriate. The Committee shall decide the issue.		Responsibility CEO Committee


JAN		Summary of current Board’s fit to Criteria and Qualifications established, as well as indication of any gaps for Committee consideration. See attached. Criteria/Qualifications modified as necessary. A calendar showing which Directors will be departing over the next 3 years. A list of candidates which have been proposed or which would be standing for reelection with a description of their source and Criteria/Qualifications fit. Recruiter retained if needed.		Secretary Committee Secretary Secretary Committee


JUN		D & O Questionnaire to Directors		Secretary


JAN – JUL		Interview and screen candidates.		CEO/Recruiter/Committee


JUL		Review of candidates.		Committee


SEP		Recommendation to Board of candidate.		Committee


NOV		Nominee proposed to Board for election. Nominee inserted into Proxy.		Committee Chair Secretary


JAN		Nominee nominated to shareholders for election (if in current year’s class).		Secretary

CRITERIA:

Board Attendance
Independence

Board
Audit Committee

Other Time Demands

Employment
Other Boards
Other Matters

Conflicts

Competitor
Competitor Boards

QUALIFICATIONS:

I. INDUSTRY EXPERIENCE / EXPERTISE

1.1 Automotive
1.2 Electronics
1.3 Construction
1.4 Service
1.5 Retail
1.6 Europe
1.7 Asia
1.8 Government

II. FUNCTIONAL EXPERIENCE / EXPERTISE

2.1 "Financial Expert"
2.2 IT / Software
2.3 Manufacturing
2.4 Technology
2.5 Labor / Employment
2.6 Investments
2.7 Marketing / Sales / Management

III. OTHER

3.1 Minority
3.2 Female

CG-2

Owner: Board of Directors, Corporate Governance Committee
Effective Date: August 1, 2003
Last Revision:

PURPOSE:

This is a policy issued to implement the responsibilities specified under the Committee’s Charter under Duties Nos. 4, 7, 10 - 11.

SCOPE:

The Committee is responsible for the review of candidates and the recommendation of the size and structure of the Board and its Committees, its governance policies and practices and establishing a system of performance evaluation.

PROCEDURE:


Committee Meeting JUL		Action Report on “best practices” and issues of corporate governance, and data on benchmarks for board size, structure and committees. Summary of benchmarks for Disclosure Committees. Recommendations to Board on revisions to Board practices, Disclosure Committee and Corporate Governance Guidelines.		Responsibility Secretary Committee


SEP		Review of self-assessment forms for Board and Committees. See next forms attached.		Committee Each Other Committee for their Form


--		Self-assessments of Board and Committees distributed, compiled and published.		Secretary


NOV		Action plan approved/modified based upon self-assessment input. Action plan reviewed with Board.		Committee Committee Chair


--		Periodic follow-ups to Action Plan reviewed with Committee.		Secretary

CG-3

Owner: Board of Directors, Corporate Governance Committee
Effective Date: August 1, 2003
Last Revision:

PURPOSE:

This is a policy issued to implement the responsibilities specified under the Committee’s Charter under Duty No. 6.

SCOPE:

The Committee is responsible for maintaining the proper compensation levels and structure for the Board.

PROCEDURE:


Committee Meeting SEP		Action Review of compensation practices of peer companies for their directors and of published director compensation surveys.		Responsibility Secretary


JAN		Changes in director compensation approved and effective.		Committee

Effective July 2003