Our industry’s regulations range from labor and the environment to cross-border trade and ethical business practices. The CA Technologies Business Practices and Compliance organization works hard to ensure that we have and maintain a robust compliance program and implement leading business practices.
Our business leaders are accountable for making certain that their businesses comply with both the letter and the spirit of all laws and regulations where we do business.
The CA Technologies Code of Conduct applies to all our employees and directors. We use a number of avenues to help engage and educate employees on compliance-related topics, including videos, live training sessions and employee focus groups. Over the past year, we created four new online training courses, several new compliance videos and a quarterly employee compliance newsletter, Walk the Talk.
All CA Technologies employees are required to complete annual Business Practices & Compliance (BP&C) Training. This training provides important information that helps employees spot issues and make good decisions when conducting business on behalf of CA Technologies. In our most recent BP&C annual curriculum, 99.9% of employees completed their training and 100% of our employees completed both the Appropriate Workplace Conduct and Code of Conduct courses. We have also tied a portion of our corporate bonuses to both completion of mandatory compliance activities and promotion of an ethical business culture.
In addition, we launched a Regional Business Ethics Council in each of our main geographies — the Americas, Europe, Middle East, Africa and Asia-Pacific. These councils, composed of senior leaders from various parts of the organization, facilitate communication between business operations and the compliance function.
Finally, we make a number of resources available to employees to allow them to raise compliance-related issues or questions. These resources include: the management team; the Human Resources Department; the Worldwide Law Department; and our third-party Compliance Helpline and Webline. Shareholders can contact Investor Relations about compliance, following the process disclosed in our proxy statement or write to the company at any time.
CA Technologies requires both suppliers and companies who serve our customers to certify that they adhere to the principles set forth in our Partner’s Guide to our Code of Conduct. We also use third-party agencies to conduct screening and due diligence on partners we consider using outside the U.S.
There is a Board of Directors Risk and Compliance Committee and we require our top compliance officials to report directly to them. In 2010, U.S. federal guidelines mandated this structure, which we already had in place for some time.
According to industry ratings, CA Technologies corporate governance efforts are on track. Institutional Shareholder Services’ (ISS) Governance Risk Indicator (GRId) include its Group Corporate Governance Quotient (CGQ). The CGQ measures the strengths, deficiencies and overall quality of a company’s corporate governance practices and board of directors. As of January 1, 2012, our GRId puts CA Technologies in the mainstream of corporate governance among companies rated by ISS.
ISS GRID Ratings
Audit: Low Concern
Board Structure: Low Concern
Shareholder Rights: Low Concern
Compensation: Medium Concern