Certificate of Incorporation
International Paper Company’s Certificate of Incorporation was filed with the Department of State of New York on June 23, 1941, and was most recently amended, restated and filed on May 12, 2008.
Certificate of Incorporation (.pdf)
By-Laws
The By-Laws of International Paper Company, as amended through May 10, 2010.
By-laws of International Paper Company (.pdf)
International Paper Corporate Governance Guidelines
The Company's Corporate Governance Guidelines have been adopted by the Board of Directors and, along with the committee charters, the processes and procedures implemented by the Board and its committees, and the Board policies, provide the framework for the governance of International Paper.
Corporate Governance Guidelines - Amended and Restated as of May 10, 2011 - .pdf
Policies on Change of Control Agreements and Severance Agreements with Senior Executives
On October 11, 2005, the Board of Directors adopted the following policies on Change of Control Agreements and Severance Agreements with Senior Executives (the "Revised Policies") which clarify and supersede the prior policies adopted on October 14, 2003. The Revised Policies impose limitations on future change of control agreements and severance agreements with the Company's senior executives.
Board Policy Change of Control Agreements - October 11, 2005 (.pdf)
Board Policy on Severance Policy for Senior Executives -- October 11, 2005 (.pdf)
Nominations of Directors
The procedures for stockholder nominations for election to the Board are set forth in the Company By-Laws.
Procedures for Stockholder Nominations - .pdf
Related Person Transaction Policy
The Board of Directors adopted a Conflicts of Interest Policy as an integral component of the Company’s Code of Business Ethics that applies to all directors, officers and employees of the Company. In 2007, the Board further adopted a Related Persons Transaction Policy governing the review and approval or ratification of certain transactions involving directors and senior officers of the Company.
Related Person Transaction Policy (.pdf)
International Paper Director Qualification Criteria and Independence Standards (.pdf)
International Paper Industry, Trade and Professional Associations Policy (.pdf)