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companies have to comply with domestic requirements. As a foreign private issuer, Sappi must comply<br />
with four NYSE corporate governance rules:<br />
Satisfy the audit committee requirements of the Securities and Exchange Commission (SEC);<br />
Chief Executive Officer must promptly notify the NYSE in writing after any executive officer of the<br />
listed company becomes aware of any material non-compliance with any applicable provisions of<br />
Section 303(A) of the Sarbanes-Oxley Act of 2002;<br />
Provide a brief description of any significant difference between its corporate governance<br />
practices and those followed by United States companies under the NYSE listing standards; and<br />
Maintain a publicly accessible website that includes a printable version of its audit committee<br />
charter and the description of significant differences in corporate governance practices<br />
mentioned above. In accordance with new NYSE rules, Sappi continues to make available on its<br />
website its Annual Reports on Form 20-F.<br />
As Sappi is listed on the JSE Limited in Johannesburg, Sappi is required to comply with the King<br />
Report on Corporate Governance for South Africa. Although there are differences between the King<br />
Report and the NYSE corporate governance rules, Sappi applies the principles of the King Report and<br />
has voluntarily adopted corporate governance practices that do not differ in any significant ways from<br />
the requirements of the NYSE corporate governance rules. A revised King Report (III) was issued with<br />
effect from March 2010 and Sappi is in the process of implementing various additional requirements<br />
from the revised report. This work will continue through fiscal 2011.<br />
Employees<br />
The following table sets forth the number of employees as at the close of each fiscal year ended<br />
September.<br />
2010 2009 2008<br />
Sappi Fine Paper North America .......................... 2,247 2,336 2,571<br />
Sappi Fine Paper Europe ................................ 6,659 6,710 (1) 4,896<br />
Sappi Southern Africa .................................. 6,446 7,142 7,445<br />
Sappi Trading ........................................ 148 154 153<br />
Unallocated and eliminations ............................. 86 85 91<br />
Total .............................................. 15,586 16,427 15,156<br />
(1) Includes employees transferred from M-real as part of the Acquisition.<br />
Sappi Fine Paper North America<br />
Approximately 64% of employees are represented by twelve collective bargaining agreements with<br />
seven different unions. The majority of Sappi Fine Paper North America’s hourly employees are<br />
represented by the United Steelworkers (USW) union. The labor contracts with the USW expire in May<br />
2012, August 2013, and August 2011, respectively for the Cloquet, Somerset and Westbrook mills.<br />
Sappi Fine Paper North America has experienced no work stoppage in the past nineteen years and<br />
believes that its relationship with its employees is satisfactory. In maintaining this relationship, we hope<br />
to reach agreements with our unions as contracts expire. In the event that an agreement cannot be<br />
reached with any of the unions and a prolonged work stoppage ensues, curtailment of output could<br />
negatively impact our business.<br />
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