Pay-for-performance compensation philosophy
To satisfy our performance objectives. CA Technologies maintains a pay-for-performance compensation philosophy.This chart illustrates our policy-- in fiscal year 2011 approximately 85 percent of the CEO's total compensation was based on company performance.
Chief Executive Officer
The CA Technologies Board of Directors is currently led by our nonexecutive Chairman, Art Weinbach, who is an independent director.
The Board recognizes that there is no single, generally accepted approach to providing Board leadership, and given the dynamic and competitive environment in which we operate, the Board’s leadership structure may vary as circumstances warrant. Therefore, our Corporate Governance Principles do not specify a policy with respect to the separation of the positions of Chairman and CEO or with respect to whether the Chairman should be a member of management or a non-management director. The Board has determined that the leadership of the Board is currently best conducted by an independent Chairman. The Chairman provides overall leadership for the Board in its oversight function, while the CEO, Bill McCracken, provides leadership with respect to the day-to-day management and operation of our business. We believe the separation of the offices allows Mr. Weinbach to focus on managing Board matters and allows Mr. McCracken to focus on managing our business. In addition, we believe the separation of the offices enhances the objectivity of the Board in its management oversight role. To further enhance the objectivity of the Board, we have limited the members of our Board who are not independent to our CEO.
Our corporate by-laws mandate that the majority of our Board members are independent, outside directors. In addition, all members of the Audit Committee, the Compensation and Human Resources Committee, and the Corporate Governance Committee must be independent outside directors.
The Corporate Governance Committee assists the Board in fulfilling its responsibilities for the governance of the company. The CA Technologies Corporate Governance Principles encompass a full range of issues: director independence, director qualifications, the process for selecting Board members and the period of Board service. There are specific policies governing Board membership by former CEOs and other employees, as well as rules for Board compensation, Board self-assessment and Board leadership. CA Technologies Corporate Governance Principles also coordinate access to company management, outside counsel and independent auditors; provide for oversight of management development and succession planning; and provide for Board communication with stockholders and other interested parties.
Sustainability Governance
In 2010, CA Technologies put into place a sustainability governance model that reports to the Board of Directors Governance Committee. The Sustainability governance model is led by Executive Sponsor Phil Harrington, our Executive Vice President, Risk, and Chief Administrative Officer, and Cynthia Curtis, our Chief Sustainability Officer. They ensure that environmental, social and economic activities are managed at the Board level, and work with the Sustainability Advisory Council, whose nine executives represent each of our business areas. This facilitates cross-functional execution, keeps all parties connected with the strategy and minimizes barriers to success. This year’s board meeting agenda included a report on sustainability progress and current initiatives.
The Sustainability Program Management Office, directed by Ms. Curtis, is composed of middle managers across the company. This working body is charged with identifying, planning and executing measurable sustainability initiatives throughout the organization that meet CA Technologies business objectives and stakeholder expectations. More importantly, this group meets on a regular basis to identify possible immediate and future impacts and evaluates the implementation of sustainability goals.
As our sustainability governance model continues to evolve, it is helping improve and expand our sustainability program. The program management office tapped into employees in other functions as we developed the model. We collaborate with this group on various initiatives, which in turn empowers its members to act as sustainability ambassadors within the company. At the senior executive level, the advisory council continues to provide guidance and approval, helping facilitate our 35% greenhouse gas reduction target. Finally, oversight of the sustainability program at the board level ensures a lasting and serious commitment.
