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CG-1

Owner: Board of Directors, Corporate Governance Committee

Effective Date: August 1, 2003

Last Revision: November 17, 2004

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 yrs. 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

MAR – SEP		Completion of evaluation form on each director standing for reelection. Review of evaluation with Committee. Review of evaluation with director. Recommendation to Board.		Chair of Board & CG Cmte Chair of Board & CG Cmte Chair of Board & CG Cmte Chair of Board & CG Cmte

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
2.8 Corporate Governance
2.9 Compensation

III. OTHER

3.1 Diversity

DIRECTOR EVALUATION FOR: ________________________________________________

ATTENDANCE BOARD COMMITTEE		PERCENT MISSED ___________________ ___________________		PERCENT BY PHONE ___________________ ___________________

INDEPENDENCE
(Describe any Change in Status under CGG Definition) ________________________________
_________________________________________________________________________________

TIME

Any Change in Employment: _______________________________________________________

Any Change in Other Board Commitments: __________________________________________

Any Other Extraordinary Time Demands: ____________________________________________

CONFLICTS

Any Change with Respect to Competitors: ___________________________________________

Any Change with Respect to Customers/Suppliers: ____________________________________

Any Reciprocity (Cross Boards): _____________________________________________________

EXPERTISE

List Areas: _______________________________________________________________________

Changes: ________________________________________________________________________

PARTICIPATION: Apparent that material forwarded was reviewed prior to the meeting. Actively participates and contributes to meetings. Inputs provide expertise / experience to meeting participants. Knowledgeable about the businesses. Displays specialized knowledge needed for committees on which the Director serves.		CIRCLE ONE BELOW FOR EACH ITEM. WEAK / AVERAGE / EXCEPTIONAL WEAK / AVERAGE / EXCEPTIONAL WEAK / AVERAGE / EXCEPTIONAL WEAK / AVERAGE / EXCEPTIONAL WEAK / AVERAGE / EXCEPTIONAL

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CG-2

Owner: Board of Directors, Corporate Governance Committee

Effective Date: August 1, 2003

Last Revision: November 17, 2004

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. Determine if any chairs of committees will be retiring during the next calendar year and establish a transition plan per the attached.		Committee Committee Chair Committee Chair

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

Committee Chair Transition

The transition process will be conducted in four phases during the year in which the current Chair turns 70:

• January (Audit, Benefits, CG) or March (Comp) Meeting – Current Chair prepares agenda with management. Current Chair reviews agenda with successor and discusses how each is customarily handled. Current Chair also reviews Corporate Calendar for year with successor and Chairs the meeting.
• March (Audit, Benefits, CG) or July (Comp) Meeting – Current Chair and successor jointly work with management to prepare agenda. Successor reviews Corporate Calendar with management. Current Chair chairs the meeting.
• July (Audit, Benefits, CG) or September (Comp) Meeting – Current Chair and successor jointly work with management to prepare agenda. Successor chairs the meeting and current Chair gives post-meeting feedback.
• October (Audit) or November (Benefits, CG, Comp) Meeting – Successor works with management to prepare agenda and chairs the meeting. Current Chair gives post-meeting feedback.

Beginning with the first phase above, the successor will receive compensation as if the Director were Chair of such Committee.

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CG-3

Owner: Board of Directors, Corporate Governance Committee

Effective Date: August 1, 2003

Last Revision: November 17, 2004

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 November 17, 2004