Corporate Governance Guidelines

I.              Director Qualification Standards:  The Board of Directors (the “Board”) of Ennis, Inc. (“Ennis”) shall meet the following requirements:

a.                    A majority of directors shall be independent, and the Audit, The Compensation and Nominating and Corporate Governance Committees are all composed entirely of independent directors.  Independence for these purposes shall mean the independence requirements set forth in the Securities Exchange Act of 1934, as amended, and the rules adopted by the Securities and Exchange Commission hereunder and the corporate governance and other listing standards of the New York Stock Exchange as in effect from time to time.

b.                   The Nominating and Corporate Governance Committee Will review each Director's continuation on the Baord regularly but not less than once every three years.

c.                    The Nominating and Corporate Governance Committee consider the qualifications and diversity of any director or candidate prior to recommending for election. Ennis seeks directors with the following minimum qualifications:

1.        Knowledge of the Company and it's industry or diversity of specific experience.

2.        Business and financial acumen

3.        Financial and personal stability

4.        Ability to devote time and energy to regular scheduled board and committee meetings in person, and participate in occassional additional assignments requiring particular skills and experience possessed by the Director

5.        Ability and willingness to acquire and demonstrate ownership of shares

6.        Proximty to corporate headquarters

Candidates should have the highest personal and professional character and integrity that have outstanding records of accomplishment in their chosen business or profession.  These persons should have demonstrated exceptional ability and judgment and have substantial experience of relevance to the Company. The Board also requires that candidates must understand the duty of loyalty and care required of directors to all shareholders under the law of Texas.  Although there is no fixed limit on the number of other boards on which a director may serve, board memberships are considered along with other time commitments a prospective director may have and the effect this may have on his or her ability to serve effectively on the Ennis Board of Directors.  These factors will also be considered at the time of the annual performance evaluation of the Board and Committees referred to below.

d.                   Each director must agree that he or she will tender a resignation from the board in the event of a material change in his or her personal circumstances, including a change in principal job responsibilities (other than a promotion with the director’s current employer).  The decision whether to accept the resignation would be made by the Board, with a recommendation from the Nominating and Corporate Governance Committee.

 

II.            Director Responsibilities: The business of Ennis is managed under the direction of the Board.  The Board monitors management on behalf of the shareholders.  Among the Board’s major responsibilities are:

 

a.        Selection, compensation and evaluation of the Chief Executive Officer and oversight of succession planning.

 

b.       Assurance that processes are in place to promote compliance with law and high standards of business ethics.

 

c.        Oversight of Ennis’s strategic planning

 

d.       Approval of all material transactions and financings.

 

e.        Understanding Ennis’s financial statements and other disclosures and evaluating and changing where necessary the process for producing accurate and complete reporting.

 

f.         Using its experience to advisee management on major issues facing Ennis.

 

g.       Evaluating the performance of the Board and its committees and making appropriate changes where necessary

 

Directors are expected to maintain a good attendance record, and familiarize themselves with any materials distributed prior to each Board or committee meeting.  All directors may place items on agendas for Board meetings.  The chair of the Committee clears agendas for the meeting of committees of the Board, and committee members may place items on the Agenda.

 

The independent directors will meet immediately after all Board meetings without management present.  The Company has asked the chairs of each of the committees to rotate as lead independent director, to preside at such meetings.

 

The non-employee directors, through the rotating chair, can set their own agenda, maintain minutes and report back to the board as a whole.  This meeting does not take the place of the normal board meeting and can serve as a committee of the whole of non-employee directors.  The presiding chair may report back to the board as a whole on the topics and issues discussed at this meeting.  It is possible that the presiding chair could

 

Ø       Make recommendations to the full Board regarding the structure of Board meetings

 

Ø       Recommend matters for consideration by the full Board

 

Ø       Place additional items on the future board agenda’s in collaboration with the Chief Executive Officer

 

Ø       Recommend additional appropriate materials to be provided to the directors

 

Ø       Recommend tasks to the appropriate committees

 

Ø       With the help of the Nominating and Corporate Governance Committee, oversee the annual evaluation of the Board and its committees.

 

III.           Director Access to Management and Independent Advisors: All directors are able to directly contact members of management, including, in the case of the Audit Committee, direct access to the head of internal audit.  Broad management participation is encouraged in presentations to the Board, and executive management frequently meets with Board members on an individual basis.  The Board and its Committees are empowered to hire at Company expense their own financial, legal and other experts to assist them in addressing matters of importance to the Corporation.

 

IV.           Non-Employee Director Compensation:The amount and type of compensation for the Company’s non-employee directors will now be recommended by the Nominating and Corporate Governance Committee, which develops its recommendation from a review of practices at similarly situated companies and the Company’s peer group based upon recent proxy statements.  The recommendation would be made and approved by the Board.  Currently each non-employee director of the Company receives an annual grant of 2,400 restricted shares of stock and 4,000 restricted shares of stock when they join the Board. In addition, non-employee directors received a retainer fee of $24,000 and $2,000 for each meeting attended.  Each Committee Chair receives an annual committee chair retainer of $6,000 and non-employee directors receive $1,500 for each committee meeting attended. 

 

V.            Director Orientation and Continuing Education: Directors are provided extensive material regarding Ennis upon their initial election to the Board, including a binder containing information regarding Ennis and its policies and various administrative and legal matters.  Other orientation procedures include meetings with senior executives of the Company is its major business units.  Board meetings are occasionally held outside the corporate office to permit directors to visit operating locations of Ennis subsidiaries.

 

VI.           Evaluation of the Board and its Committees: The Nominating and Corporate Governance Committee is establishing an annual evaluation of the effectiveness of the Board and each Committee, and oversees the composition, organization (including its Committee structure, membership and leadership) practices of the Board.

 

VII.          Management Compensation, Evaluation and Succession: The Board provides annual goals for the Chief Executive Officer and the Compensation Committee evaluates the CEO’s performance, including his or her success in achieving these goals, in setting compensation.  The Board recognizes that the selection of the CEO and the oversight of succession planning are among the most important duties of the Board. The Compensation Committee evaluates the form and amount of compensation of Ennis’s senior management, and provides a report thereon annually in the proxy statement.

 

VIII.        Board Committees: There are three standing committees of the Board, to wit: the Compensation Committee, the Audit Committee, and the Nominating and Corporate Governance Committee. Other committees can be created at the discretion of the Board, including ad hoc committees established for specific concerns or issues confronting the Board. The Board appoints the Committee members and Committee Chairs after some consultation among the retiring chair, the Chairman and other members of the Board. The consultations generally address the skill-sets needed, desire to serve on a particular committee, and ability to commit the necessary time for a particular committee as a means of placing the appropriate directors in their respective committees. The committee members and committee chairs are appointed in the first directors meeting following the annual meeting of shareholders.

IX.           Evaluation of Corporate Governance Guidelines: Annually, the Nominating and Corporate Governance Committee reviews these Guidelines and recommends changes to the Board if appropriate.

As amended on August 8, 2008.