The CA Technologies Board of Directors is currently led by our non-executive 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, Mike Gregoire, provides leadership with respect to the day-to-day management and operation of our business. We believe the separation of these offices allows Mr. Weinbach to focus on managing Board matters and allows Mr. Gregoire 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 bylaws mandate that the majority of our Board members be 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 enable Board communication with stockholders and other interested parties.