Requirement for Ownership of Shares
All non-employee directors must establish and maintain an equity ownership interest in the company equivalent to five times the annual cash fees (excluding committee fees) that they receive for serving on the Board. A newly appointed director has up to five years to attain this threshold of ownership.
Access to Management, Employees and Advisors
Board members have complete access to all company employees and, at the company's expense, they are authorized to obtain advice and assistance from outside professional advisors of their choosing.
Interaction with Stakeholders
Board members are expected to attend the company's annual meeting of shareholders and be available to speak with Xerox stakeholders. To communicate with the non-management directors, you may contact:
Vernon E. Jordan, Jr.
Chairman of the Xerox Corporate Governance Committee
Senior Managing Director
Lazard Frères & Co., LLC
30 Rockefeller Center
New York, N.Y. 10020
Executive Sessions of Outside Directors
Each regularly scheduled Board meeting includes an executive session of all directors and the chief executive officer, and a separate executive session of only the independent directors. The chairpersons of the Governance Committee and the Compensation Committee rotate responsibility for presiding over non-management executive sessions and are responsible for providing appropriate feedback to the CEO.
Board Committees
The company has four standing committees: Audit, Compensation, Corporate Governance and Finance. Each is composed entirely of independent directors.