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value and $277,562 above-market earnings on deferred compensation; the value of $10,000 for financial planning services; and the incremental
costs for the personal use of the corporate aircraft of $5,903.
Additional Footnote Information:
(a)
The following represents the total value of plan-based awards granted to nonemployee directors during 2011: All nonemployee directors
received an annual restricted stock award of 3,108 RSUs, using the closing price of Ball common stock on April 27, 2011, at $37.01 per unit
resulting in a total award value of $115,027 for each director.
(b)
The aggregate number of outstanding stock awards and stock options for each nonemployee director as of December 31, 2011, are as follows:
Mr. Alspaugh--Stock awards of 21,444
Mr. Fiedler--Stock awards of 20,132
Mr. Hoover--Stock awards of 208,108; stock options of 1,912,088
Mr. Lehman--Stock awards of 114,474; stock options of 16,000
Ms. Nelson--Stock awards of 25,444
Ms. Nicholson--Stock awards of 94,738; stock options of 16,000
Mr. Smart--Stock awards of 41,278
Mr. Solso--Stock awards of 48,290; stock options of 16,000
Mr. Taylor--Stock awards of 68,122
Mr. van der Kaay--Stock awards of 38,710
REPORT OF THE HUMAN RESOURCES COMMITTEE OF THE BOARD OF DIRECTORS
The Committee has reviewed the above CD&A and discussed its contents with members of the Corporation's
management. Based on this review and discussion, the Committee has recommended that this CD&A be incorporated
by reference in the Corporation's Annual Report on Form 10-K and as set out in this Proxy Statement.
Georgia R. Nelson
George M. Smart
Theodore M. Solso
Stuart A. Taylor II
REPORT OF THE AUDIT COMMITTEE
The Audit Committee of the Corporation's Board consists of nonemployee directors who are independent under
the NYSE Listing Standards and SEC rules.
Management is responsible for the Corporation's (1) accounting policies, (2) the system of internal accounting
controls over financial reporting, (3) disclosure controls and procedures, (4) the performance of Price-
waterhouseCoopers LLP, the independent auditor, (5) the Internal Audit Department and (6) compliance with laws and
regulations and applicable ethical business standards. The independent auditor is responsible for performing an audit of
the Corporation's Consolidated Financial Statements in accordance with the standards of the Public Company Account-
ing Oversight Board (``PCAOB'') and issuing a report thereon as well as issuing an opinion on the effectiveness of the
Corporation's internal control over financial reporting.
The Committee is responsible to monitor and oversee the internal controls over financial reporting and disclosure
controls and procedures and to engage and evaluate the independent auditor. Management has represented to the
Committee that the financial statements for the Corporation for the year ended December 31, 2011, were prepared in
accordance with generally accepted accounting principles of the U.S., and the Committee has reviewed and discussed
those financial statements with management and the independent auditor. The Committee has also discussed with the
independent auditor the matters required to be discussed by the Statement of Auditing Standards, as amended, the
PCAOB Auditing Standards and the NYSE Listing Standards.
The Corporation's independent auditor provided to the Committee on a quarterly basis the written disclosures and
letter required by PCAOB Rule 3526, Communication with Audit Committees Concerning Independence. The
Committee has discussed with the independent auditor that firm's independence and that firm's internal quality control
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