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.
|Corporate Governance Principles||HTML||(20.9 KB PDF)|
|Code of Conduct||HTML||(5.7 MB PDF)|
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.
|Audit||HTML||(16.0 KB PDF)|
|Compensation and Human Resources||HTML||(10.3 KB PDF)|
|Compliance and Risk||HTML||(10.5 KB PDF)|
|Corporate Governance||HTML||(13.3 KB PDF)|
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.
|Audit||Compensation and Human Resources||Compliance and Risk||Corporate Governance|
|Michael P. Gregoire|
|Raymond J. Bromark||Chair|
|Gary J. Fernandes||Chair||Member|
Chairman and President
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.
|Christopher B. Lofgren||Member||Chair|
|Laura S. Unger||Chair||Member|
|Arthur F. Weinbach|
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 firstname.lastname@example.org.
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.