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included fees related to due diligence assistance on various acquisitions and advisory services related to consolidation
and reporting process improvement initiatives.
Fiscal 2011
Fiscal 2010
Audit Fees
Attestation Report and Accounting Consultations . . . . . . . . . . .
$5,433,000
$5,481,000
Foreign Statutory Audits . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,544,000
1,209,000
Audit-Related Fees
Benefit Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
25,000
$
29,000
Consultations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
206,000
395,000
Tax Fees
Tax Compliance Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 932,000
$ 428,000
Tax Consultations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,641,000
1,413,000
All Other Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
62,000
$1,330,000
The Audit Committee's Charter requires management to submit for preapproval all audit, audit-related and
non-audit-related services to be performed by the independent auditor. Management and the independent auditor
submit a report of fees for review and preapproval by the Committee on a quarterly basis. The Audit Committee
requires management and the independent auditor to submit a report at least annually regarding audit, audit-related,
tax and all other fees paid by the Corporation to the independent auditor for services rendered in the immediately
preceding two fiscal years. The Committee considers whether the fees for non-audit and audit-related services are
compatible with maintaining the auditor's independence and requires management and the independent auditor to
confirm this as well. The Audit Committee preapproved 100% of all of the above-referenced fees paid in 2011 and 2010
for services that were provided by PricewaterhouseCoopers LLP.
There were no hours expended by persons other than the independent auditor's full-time, regular employees on
the independent auditor's engagement to audit the Corporation's financial statements.
A copy of the Audit Committee Charter is set forth on the Corporation's Web site at www.ball.com under the
``Investors'' page, under the link, ``Corporate Governance.''
Nominating/Corporate Governance Committee:
The Nominating/Corporate Governance Committee is responsible for assisting the Board in fulfilling its responsi-
bility to identify qualified individuals to become Board members; recommending to the Board the selection of Board
nominees for the next Annual Meeting of Shareholders; addressing the independence and effectiveness of the Board by
advising and making recommendations on matters involving the organization and operation of the Board, Corporate
Governance Guidelines and directorship practices; overseeing the evaluation of the Board and its committees; and
reviewing and assessing the Corporation's sustainability activities and performance. The Nominating/Corporate Gov-
ernance Committee utilizes the standards set forth below for considering director nominees.
Members of the Nominating/Corporate Governance Committee are Messrs. Alspaugh, Lehman and Taylor and
Ms. Nelson. The Board has determined that the members of the Committee are independent under the NYSE Listing
Standards. The Nominating/Corporate Governance Committee met four times during 2011.
The Board has established a process whereby nominees for the Board may be submitted by members of the Board,
the CEO, shareholders and any other persons. The Committee considers these recommended candidates in light of
criteria set forth below.
The Committee will seek candidates who meet at a minimum the following criteria: (1) have sufficient time to
attend or otherwise be present at Board, relevant Board committee and Shareholders' meetings; (2) will subscribe to
Ball Corporation's Corporate Governance Guidelines and the Executive Officers and Directors Ethics Statement;
(3) demonstrate credentials and experience in a broad range of corporate matters; (4) have experience, qualifications,
attributes and skills that would qualify them to serve as a director; (5) will subscribe to the finalized strategic and
operating plans of the Corporation as approved by the Board from time to time; (6) are not affiliated with special interest
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