Governance

The Xerox Board of Directors represents our shareholders' interest in the company's successful operation. This active responsibility includes optimizing long-term financial returns and delivering value to our customers, employees, suppliers, communities and other key stakeholders. The Board is accountable for the company executing its responsibilities in a legal and ethical manner in any business environment.

The Board also provides oversight of the company's role as a corporate citizen and ensures that our actions are aligned with our core values and priorities for citizenship. To that end, members of the Board have reviewed a detailed outline of this report and have supported its disclosures. Each director stands for re-election every year at the company's annual shareholder meeting.

Xerox's corporate governance guidelines are available at www.xerox.com/governance.

Independence of the Board

Based on standards for independence developed by the New York Stock Exchange, the Xerox Board is currently 82% independent. It includes two non-independent directors: Xerox Chairman and CEO Anne M. Mulcahy and Xerox President Ursula M. Burns. More information on the Board's independence is available at www.xerox.com/governance.

Criteria for Membership

Nominations for the Board are based on a candidate's ability to bring to the Board a broad perspective, integrity, independent judgment, experience, expertise and diversity. Nominees also need to be able to devote adequate time and effort to Board responsibilities, make independent analytical inquiries and understand the company's business environment.

Director Election

In an uncontested election, each director is elected by the affirmative vote of a majority of the total votes cast for the director. Any nominee for director who receives a greater number of votes against his or her election than votes for election is required to submit his or her resignation promptly. The remaining independent directors then evaluate relevant facts and circumstances and determine whether to accept or reject the resignation. Following the official results of the election, the Board is required to promptly disclose, in a filing with the Securities and Exchange Commission, its decision and the reasons for it.