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 2008, 13 directors serve on the board; all except the chairman and 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 11 out of 13 independents. The average number is 81 percent, according to a study by Spencer Stuart, a recruiting and leadership consulting firm. We have 84.6 percent.

Weyerhaeuser has a separate chairman and CEO; however both are not independent. As a result, the board has appointed a lead director. In the Corporate Governance Handbook 2005, Developments in Best Practices, Compliance and Legal Standards, the Conference Board noted that board structures vary greatly among U.S. corporations and that no single model of board leadership structure guarantees corporate success. The structure Weyerhaeuser uses was considered an appropriate approach by the Conference Board. The board periodically re-evaluates its structure and performance, and believes its current structure is effective to ensure proper oversight of the company.

Our board relies on proven management systems. In its assessment of corporate governance and business practices, GovernanceMetrics International® rated Weyerhaeuser on 14 categories, including:

• Board accountability
• Financial disclosure and internal controls
• Shareholder rights
• Executive remuneration
• Takeover defenses and ownership base
• 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 has received a rating of 9.0. A GMI rating of 9.0 or higher is well above average.

Key 2007-08 Board Accomplishments

• The board adopted a related party transactions policy in 2007.
• The board strategically directed the company through major business changes in fine paper and containerboard packaging and recycling.
• The board amended the company's bylaws to implement majority election of directors.