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Director Independence Standards
Pursuant to the NYSE Listing Standards, the Board has adopted a policy adhering to the director independence
requirements of the NYSE in determining the independence of directors. These standards are described on the
Corporation's Web site at www.ball.com under the ``Investors'' page, under the link, ``Corporate Governance.''
The Board has determined that a majority of the Board is independent, and that based upon the NYSE indepen-
dence standards, during 2011 each of the members of the Board was and currently is independent with the exception of
Messrs. Fiedler, Hayes and Hoover.
CERTAIN COMMITTEES OF THE BOARD
The standing committees of the Board are the Audit, Nominating/Corporate Governance, Human Resources and
Finance Committees.
Audit Committee:
The primary purpose of the Audit Committee is to assist the Board in fulfilling its responsibilities to oversee
management's conduct and the integrity of the Corporation's public financial reporting process including the overview
of (1) accounting policies, (2) the system of internal accounting controls over financial reporting, (3) disclosure controls
and procedures, (4) the performance of PricewaterhouseCoopers LLP as the independent registered public accounting
firm of the Corporation (the ``independent auditor''), (5) the Internal Audit Department, and (6) oversight of our risk
management. The Audit Committee is responsible for engaging and evaluating the Corporation's independent auditor,
including the independent auditor's qualifications and independence; resolving any differences between management
and the independent auditor regarding financial reporting; preapproving all audit and non-audit services provided by
the independent auditor; and establishing procedures for the receipt, retention and treatment of complaints regarding
accounting, internal accounting controls or auditing matters.
Members of the Audit Committee are Ms. Nicholson and Messrs. Alspaugh, Smart, Solso and van der Kaay. The
Board has determined that each member of the Audit Committee is independent and financially literate, has accounting
or financial management expertise and is an Audit Committee financial expert under the NYSE Listing Standards and
the SEC regulations. The Audit Committee met five times during 2011.
The Report of the Audit Committee is set forth on page 54. The Committee has considered the non-audit services
provided during 2011 and 2010 by the independent auditor as disclosed below and determined the services were
compatible with maintaining the auditor's independence. The Committee believes the fees paid to the independent
auditor in respect of the services were appropriate, necessary and cost efficient in the management of the business of
the Corporation and are compatible with maintaining the auditor's independence.
Audit Fees and Services
The following table represents fees for professional services rendered by PricewaterhouseCoopers LLP for the
audit of the Corporation's annual Consolidated Financial Statements and quarterly reports and the auditor's report
under the Sarbanes-Oxley Act of 2002 for fiscal 2011 and fiscal 2010, together with fees for audit-related services and
tax services rendered by PricewaterhouseCoopers LLP during fiscal 2011 and fiscal 2010. Audit-related services for
2011 consisted of consultations related to acquisitions and joint venture accounting and derivative transactions. Tax fees
consisted principally of tax compliance, including tax compliance matters related to tax audits and return preparation
fees and fees for tax consultations, primarily related to the Corporation's relocation of its European headquarters. Other
fees included fees primarily related to an external quality assessment of the Corporation's internal audit function. Audit-
related services for 2010 consisted of consultations related to a comfort letter for the Corporation's 2010 bond offering,
advice related to the sale of a business segment and discontinued operations presentation, derivative transactions,
various local and special audits, joint venture consultations, including consolidation, audit of specific accounting
matters, and various consents related to SEC filings. Tax fees consisted principally of tax compliance, including tax
compliance matters related to tax audits and return preparation fees and fees for tax consultations. Other fees primarily
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