The Board of Directors of CA (the "Company") sets high standards for the Company's employees, officers and directors. Implicit in this philosophy is the importance of sound corporate governance. It is the duty of the Board of Directors to serve as a prudent fiduciary for shareholders and to oversee the management of the Company's business. To fulfill its responsibilities and to discharge its duty, the Board of Directors follows the procedures and standards that are set forth in these guidelines. These guidelines are subject to modification from time to time as the Board of Directors deems appropriate in the best interests of the Company or as required by applicable laws and regulations.
The Board has established the following committees to assist the Board in discharging its responsibilities: the Audit Committee; the Compensation and Human Resources Committee; the Compliance and Risk Committee; and the Corporate Governance Committee.
The Board, on the recommendation of the Corporate Governance Committee, may from time to time modify any of these Committees or establish new Committees. The composition, responsibilities and other attributes of each Committee shall be specified in a Charter that shall be adopted by such Committee and approved by the Board. In designating members of the Committees, the Board shall consider the extent to which Committee assignments should be rotated from time to time.
Below is a summary of our committee structure and membership information. To read more about any of the committees, click on committee names in the chart below.
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Audit
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Compensation and Human Resources
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Compliance and Risk
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Corporate Governance
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Outside Directors
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Inside Directors
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William E. McCracken
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Member
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 Chief Executive Officer and Executive Chairman
CA, Inc.
William E. McCracken has been Chief Executive Officer at CA, Inc., one of the world's largest information technology management software companies, since January 2010, and executive chairman since September 2009. Bill joined CA's Board of Directors in 2005, became chairman in 2007, and also served as chairman of its special litigation committee.
Prior to joining CA, Bill held numerous executive positions at IBM during his 36-year tenure, most recently as a member of the Chairman's Worldwide Management Council and general manager of IBM's printing division. He previously served as president of IBM's EMEA and Asia PC Company and as general manager of marketing, sales and distribution for IBM PC Company.
Bill is the president of Executive Consulting Group, LLC, and was a director of IKON Office Solutions. He is board chairman of Lutheran Social Ministries of New Jersey, a member of the New Jersey State Anti-Poverty Network, and a former president of the board of Plainfield Habitat for Humanity. Bill is active in the National Association of Corporate Directors, is a commissioner of the 2009 Blue Ribbon Commission on Risk Governance, and is a member of the board of NACD-NJ. He is also a participant in the Chairmen's Forum of the Millstein Center for Corporate Governance and Performance at the Yale School of Management.
In 2009, Bill was named by the NACD Directorship as one of the top 100 most influential people in the boardroom. He is also a member of CNBC's Carbon Council and has appeared as a guest on the network.
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Raymond J. Bromark
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Chair
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 Retired Partner
PricewaterhouseCoopers LLP
Mr. Bromark was a Partner and Head, Professional, Technical, Risk and Quality Group of PricewaterhouseCoopers LLP from 2001 to 2006 and provided consulting services to PwC from July 2006 through April 2007. He is a member of the American Institute of Certified Public Accountants and the University of Delaware's Weinberg Center for Corporate Governance's Advisory Board. Ray also serves on the Board of Directors of World Color Press Inc. (formerly Quebecor World Inc.) and is the Chairman of its Audit Committee.
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Gary J. Fernandes
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Chair
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Member
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 Chairman and President
FLF Investments
Gary J. Fernandes has been Chairman and President of FLF Investments since 1999. FLF Investments is a family business involved with the acquisition and management of commercial real estate properties and other assets. Mr. Fernandes retired as Vice Chairman of Electronic Data Systems Corporation (EDS), in 1998, after serving on the Board of Directors since 1981. After retiring from EDS, Mr. Fernandes founded Convergent Partners, a venture capital fund focusing on buyouts of technology-related companies. He also served as Chairman and CEO of GroceryWorks, Inc., an internet grocery fulfillment company, until 2001. He currently serves on the Board of Directors of BancTec, Inc. and Blockbuster International. Mr. Fernandes also serves as an advisory director of MHT Partners, a Dallas-based investment banking firm serving mid-market companies. He also serves on the Board of Governors of Boys & Girls Clubs of America and is a director of the Boys & Girls Club of Dallas and serves as a trustee of the O'Hara Trust and the Hall-Voyer Foundation.
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Kay Koplovitz
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Member
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Member
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 Chairman
Liz Claiborne Inc.
Kay Koplovitz is Chairman and CEO of Koplovitz & Co. LLC, a media advisory and investment firm. Since 1992 she has been a director of Liz Claiborne, Inc., a designer and marketer of fashion apparel and accessories, and became Chairman of the Board in 2007. Ms. Koplovitz is the founder of USA Network, an international cable television programming company, and served as its Chairman and Chief Executive Officer from 1977 to 1998. In 2001, Ms. Koplovitz established Boldcap Ventures, a venture capital fund of which she is a governing board member. She also serves on the boards of a number of not-for-profit organizations, including the Paley Center for Media, Springboard Enterprises and The International Tennis Hall of Fame.
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Christopher B. Lofgren
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Member
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Chair
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 President and Chief Executive Officer
Schneider National, Inc.
Christopher B. Lofgren is president and chief executive officer of Schneider National, a provider of transportation and logistics service. Before being appointed CEO in 2002, he held the position of chief information officer from 1996 to 2000, and chief operating officer from 2000 to 2002. Earlier in his career he worked for Symantec Corporation, Motorola, and CAPS Logistics. He holds a bachelors and masters degree in industrial and management engineering from Montana State University and a Ph.D. in industrial and systems engineering from the Georgia Institute of Technology. In 2009, Chris was inducted into the National Academy of Engineering. He serves on the advisory boards of the School of Industrial and Systems Engineering and the College of Engineering at Georgia Tech. Previously, he served as a board member of the Green Bay Symphony Orchestra from 1997 through 2000, chairman of the Options for Independent Living Endowment Campaign during 2007, and as a board member of the Green Bay, Wisconsin Boys and Girls Club from 2002 through 2008.
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Laura S. Unger
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Chair
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Member
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 Private Consultant and Former SEC Commissioner
Laura S. Unger currently is a director of Ambac Financial Group, Inc. and MBNA Corporation. She was a Commissioner of the SEC from 1997 to 2002, serving as acting chairperson from February 2001 to August 2001. After that, she was employed by CNBC as a regulatory expert. She continues to provide commentary for CNBC and other financial media and has a portfolio of speaking engagements and private consulting clients. Before being appointed to the SEC, Laura served as counsel to the United States Senate Committee on Banking, Housing and Urban Affairs from October 1990 to November 1997. Prior to working on Capitol Hill, Laura was an attorney with the Enforcement Division of the SEC.
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Arthur F. Weinbach
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Member
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Member
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 Executive Chairman
Broadridge Financial Solutions, Inc.
Arthur F. Weinbach currently serves as executive chairman of Broadridge Financial Solutions, Inc., a leading full-service outsourcing provider to the global financial industry. In addition to Broadridge and CA, Arthur also serves on the board of The Phoenix Companies, Inc., and is on the board of trustees for New Jersey SEEDS, an academic and leadership program for high-achieving, low-income youth. Previously, Arthur spent 28 years at Automatic Data Processing, Inc. (ADP), where he served in senior executive roles with increasing levels of responsibility. Until November 2007, Arthur served as ADP's non-executive chairman, from 1998-2006 as chairman and CEO, and from 1996-1998 as president and CEO. Earlier, Arthur was a partner in the accounting firm of Touche Ross & Co., which is now part of Deloitte Touche Tohmatsu. Arthur has also served on the boards of ADP, Schering-Plough Corporation, Inc., First Data Corporation, Inc., Health Plan Services Corp. and Decision One.
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Ron Zambonini
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Member
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 Former Chairman
Cognos Incorporated
Ron Zambonini is the former chairman of Cognos, Inc., a global leader in business intelligence and corporate performance management solutions. He served as CEO at Cognos for nearly 10 years before retiring from that position in 2004 and assuming the role of chairman of the company's Board of Directors. From 1993 to 1995 Ron was president and chief operating officer, and he also held senior positions in the company's research and development operations. Earlier in his career, Ron was vice president of research and development at Cullinet Software, Inc. Prior to that, he was general manager for Applied Development Corporation and also held positions at Warrington Inc. and Comtech Group International.
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Richard Sulpizio
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 President and CEO
Qualcomm Enterprise Services Division
Rich Sulpizio currently serves as president and CEO of Qualcomm Enterprise Services (QES), Qualcomm's division responsible for mobile communications and services to the transportation industry. Sulpizio first joined the company in 1991 and retired in July 2001 as president and chief operating officer. After his retirement, Sulpizio returned to Qualcomm to serve in several successive high-level executive positions including president of Qualcomm China, president of Qualcomm Europe and president and chief executive officer of MediaFLO, USA, Inc., a Qualcomm subsidiary chartered with bringing multimedia services to the wireless industry. Sulpizio was a member of Qualcomm's Board of Directors from 2000 until 2007.
Before joining Qualcomm, Sulpizio worked at Unisys Corporation and Fluor Corporation. Sulpizio has served as a director of ResMed, Inc., a global developer, manufacturer, and marketer of medical products, since August 2005. He also currently serves on the advisory board of the University of California San Diego's Sulpizio Family Cardiovascular Center and the Board of Directors of the Danny Thompson Memorial Leukemia Foundation. Sulpizio previously served on Qualcomm's board of directors from 2000 until 2007.
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CA's Board of Directors is interested in receiving communications from shareholders and other interested parties, which would include customers, suppliers and employees. Such parties may contact any member (or members) of the Board or any committee, the non-employee directors as a group, or the Chair of any committee, by mail or electronically. In addition, the Audit and Compliance Committee of the Board of Directors is interested in receiving communications from employees and other interested parties, which would include shareholders, customers and suppliers, on issues regarding accounting, internal accounting controls or auditing matters. Any such correspondence should be addressed to the appropriate person or persons, either by name or title, and sent by regular mail to the office of the Chief Compliance Officer at One CA Plaza, Islandia, New York 11749, or by e-mail to directors@ca.com.
The Board has determined that the following types of communications are not related to the duties and responsibilities of the Board and its committees and are, therefore, not appropriate: spam and similar junk mail and mass mailings; product complaints, product inquiries and new product suggestions; resumés and other job inquiries; surveys; business solicitations or advertisements; and any communication that is unduly hostile, threatening, illegal or similarly unsuitable. Each communication received as described above will be forwarded to the directors, unless the Chief Compliance Officer determines said communication is not appropriate. Regardless, certain of these communications will be forwarded to others in the Company for review and action, when appropriate, or to the directors upon request.
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