The Board of Directors of CA Technologies (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.
Michael P. Gregoire is chief executive officer and a member of the Board of Directors of CA Technologies, one of the world's largest information technology management software companies. Michael joined the company in 2013 after nearly 25 years in the software and information technology services industries.
Prior to joining CA Technologies, he served as chairman, president and chief executive officer of Taleo Corp., one of the largest on-demand software companies. In April 2012, Taleo was acquired by Oracle Corp.
In 1988, Michael started a career at EDS as an architect and technical project leader. Over the next 12 years, he held a number of executive positions. Prior to that, he had been executive vice president of PeopleSoft Global Services Group, where he was responsible for strategy and operations of PeopleSoft's services business, which included consulting, education, hosting and maintenance.
A native of Niagara, Ontario, Canada, Michael has a master's degree from California Coast University and holds a Bachelor of Science degree in physics from Wilfrid Laurier University in Ontario, Canada. He sits on the board of ShoreTel (NASDAQ:SHOR) and is the Chairman of the Compensation Committee.
Jens Alder has served as chairman of Sanitas Krankenversicherung, one of Switzerland's largest health insurers, since 2009, RTX Telecom A/S, a telecommunications component and handset producer based in Denmark, since 2010 and Industrielle Werke Basel, the public utility of Basel, Switzerland, since 2010. He is a lead advisor for IT governance to the Swiss Minister of Defense and to the Swiss Chief of the Armed Forces.
In addition, Mr. Alder has served as a director of Neue Zürcher Zeitung AG, a publicly-held Swiss newspaper, since 2010 and a director of BG Consulting Engineers, a privately-held civil engineering group with operations in Switzerland, France and Algeria, since 2011
Mr. Alder held several executive level positions including chief executive officer of TDC A/S, the leading Danish provider of communication solutions and Pay-TV, from 2006-2008, chief executive officer of Swisscom AG, Switzerland's largest telecommunications provider, from 1999-2006 and chief executive officer of Alcatel Switzerland Ltd., Telecom Section from 1996-1998.
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.
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.
Since April 2012, Rohit Kapoor has served as vice chairman and CEO of ExlService Holdings Inc. (NASDAQ: EXLS), a provider of outsourcing and transformation services, and has served as a director since 2002. Kapoor has held a number of high-level positions at ExlService Holdings including president, chief operating officer and chief financial officer. He co-founded ExlService.com, Inc., a wholly owned subsidiary of ExlService Holdings, in April 1999, and served as its president and chief financial officer. Prior to that, Kapoor held positions at Deutsche Bank and Bank of America, managing clients in the U.S., Europe, and the Middle East. He is an active member of the Business Process Outsourcing Forum of NASSCOM, the premier organization that represents and sets the tone for public policy for the Indian software industry, and is a respected expert in the BPO industry.
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. Ms. Koplovitz launched the Sci-fi Channel in 1992. In 2001, Ms. Koplovitz established Boldcap Ventures, a venture capital fund of which she is a governing board member. Ms. Koplovitz serves as chairman at Joy Berry Enterprises, Inc., a privately held publisher of children's books, and serves on the board of Ion Media Networks, Inc., a privately owned television and media company. 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. Ms. Koplovitz is also a member of the Board of Visitors, College of Letters and Science at The University of Wisconsin-Madison, and is a Trustee of Babson College.
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. Mr. Lofgren 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. Mr. Lofgren currently serves on the Board of Directors of the U.S. Chamber of Commerce and the American Trucking Associations (ATA), where he also serves on the Executive Committee, and the American Transportation Research Institute, a research trust affiliated with the ATA. In 2009, Chris was inducted into the National Academy of Engineering. He serves on the advisory boards at Georgia Institute of Technology and the College of Engineering at Georgia Institute of Technology. Chris is a member of the Senior Advisory Council for Junior Achievement of Brown County in Wisconsin. 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.
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.
Special Advisor to Promontory Financial Group 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.
Arthur F. Weinbach has been Chairman of the Board of Directors of CA Technologies since May 2010 and has served as a director since 2008. From 2007 to June 2010, Mr. Weinbach was Executive Chairman and from July 2010 to November 2011 non-executive Chairman of Broadridge Financial Solutions, Inc., a provider of products and services for securities processing, clearing and outsourcing which was spun off from Automatic Data Processing, Inc. ("ADP"), a provider of business outsourcing solutions. Prior to the spin-off, Mr. Weinbach was associated with ADP from 1980 to 2007, serving as executive Chairman and Chief Executive Officer from 1996 to 2006 and as non-executive Chairman until November 2007. Prior to joining ADP, Mr. Weinbach held various positions at Touche Ross & Co., an accounting firm and a predecessor of Deloitte Touche Tohmatsu, and was a partner from 1975 to 1979. He has been a director of The Phoenix Companies, Inc., a provider of life insurance and annuity products, since 2008, chairman of its audit committee since 2009 and a member of its compensation committee since 2008. Previously, Mr. Weinbach served as a director of First Data Corporation, a provider of electronic commerce and payment solutions for merchants, financial institutions and card issuers, from 2000 to 2006, and as a member of its audit committee for much of that period. He was also a director of Schering-Plough Corporation, a pharmaceutical manufacturer, from 1999 to 2009, at which he chaired its audit and finance committees during various times. In 2012, Mr. Weinbach was named by the NACD Directorship as one of the top 100 most influential people in the boardroom. He is currently a Trustee of New Jersey SEEDS, a non-profit organization providing academic enrichment and leadership programs for high-achieving, low-income youth.
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.
Contacting the Board
The Board of Directors is interested in receiving communications from stockholders and other interested parties, which would include, among others, customers, suppliers and employees. These 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 Committee is interested in receiving communications from employees and other interested parties, which would include stockholders, customers, suppliers and employees, 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 postal mail to the office of the Corporate Secretary at CA, Inc., 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; résumés and other job inquiries; surveys; business solicitations or advertisements; and any communication that is deemed unduly hostile, threatening, illegal or similarly unsuitable. Each communication received as described in the preceding paragraph will be forwarded to the applicable directors, unless the Corporate Secretary determines that the communication is not appropriate. Regardless, certain of these communications may be forwarded to other employees of the Company and Company advisors for review and action, when appropriate, or to the directors upon request.
Public Affairs and Citizenship Disclosure
CA Technologies is committed to conducting itself in an ethical manner and in accordance with the applicable laws in the jurisdictions in which it operates. The Company does not contribute to any US federal, political parties, political candidates or parties internationally. Additionally, it does not contribute to any Political Action Committees (PACs). In order to provide assurance that it is, indeed, conducting its public policy activities lawfully, CA Technologies believes in providing transparency to its activities in the public policy arena.
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Chairman and President
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President and Chief Executive Officer
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Special Advisor to Promontory Financial Group and Former SEC Commissioner
Chairman of the Board
Former Chairman
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