Governance

The Xerox Board of Directors represents our shareholders' interest in the operation of the company as a successful business, including optimizing long-term financial returns. The Board is responsible for determining that the company is managed in such a way as to ensure this result, which will also assure the company’s vitality for our customers, employees and the other individuals and organizations that depend on Xerox. The Board is accountable for the company executing its responsibilities in a legal and ethical manner in any business environment.

The Board has delegated to the Corporate Governance Committee oversight of Xerox's role as a corporate citizen, which includes reviewing significant shareholder relations issues and environmental and corporate social responsibility matters, and ensuring that our actions align with our core values and priorities for citizenship. To that end, members of the Board have reviewed a detailed outline of this report and support its content. Our environmental sustainability governance structure has evolved to align with our progress on the journey toward embedding all aspects of environmental sustainability into business strategy and operational processes. In 2011, we created an Environmental Sustainability Steering Committee that is co-chaired by the President of Xerox Global Technology Delivery Group and the President of Corporate Operations, and includes executive representation from across the business. This Steering Committee champions and guides the corporate environmental sustainability program to establish strategic priorities that align with corporate goals and ensure that environmental sustainability is considered in key business decisions.

Our 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 90% independent. It includes one non-independent director: Xerox Chairman and CEO Ursula M. Burns.

More information on the Board's independence is available at www.xerox.com/governance.

Criteria for Membership
The Corporate Governance Committee of the Xerox Board considers candidates for Board membership recommended by Board members, management, shareholders and others. The Corporate Governance Guidelines require that a substantial majority of the Board should consist of independent directors and that management representation on the Board should be limited to senior company management. There are no specific minimum qualifications that the Corporate Governance Committee believes must be met by prospective candidates; however, the Corporate Governance Committee applies criteria set forth in our Corporate Governance Guidelines which include, among other things, the candidate's broad perspective, integrity, independence of judgment, experience, expertise, diversity, ability to make independent analytical inquiries, understanding of the company's business environment and willingness to devote adequate time and effort to Board responsibilities. Nominees should bring a variety of business backgrounds, experiences and perspectives to the Board. The Corporate Governance Committee does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees.

Director Election
Each director stands for re-election every year at the company's annual shareholder meeting. In an uncontested election, each director is elected by the affirmative vote of a majority of the total votes cast for the director. Any incumbent nominee who receives a greater number of "votes against" than "for" his or her 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 the decision.

Requirement for Ownership of Shares
All non-employee directors are expected to establish a meaningful equity ownership interest in the company. This requirement is achieved by paying directors at least two-thirds of their Board membership fees in deferred stock units, which are required to be held until one year after termination of Board service.

Access to Management, Employees and Advisors
Board members have complete access to the company's senior management and other employees and, at the company's expense, 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 directly contact the Chairman of the Xerox Corporate Governance Committee at the "Contact the Board" link that appears on the company's website at: www.xerox.com/governance.

Executive Sessions of Outside Directors
Each regularly scheduled Board meeting includes an executive session of only the independent directors.

Lead Independent Director
The Board appoints one of the independent directors to serve as the lead independent director, whose responsibilities include: presiding at executive sessions of the independent directors; calling special meetings of the independent directors, as needed; addressing individual Board member performance matters, as needed; and serving as liaison on Board-wide issues between the independent directors and the Chief Executive Officer, as needed.

Board Committees
Xerox has four standing committees: Audit, Compensation, Corporate Governance and Finance. Each is composed entirely of independent directors.

The purpose of the Audit Committee is to assist in Board oversight of the: (1) integrity of the company's financial statements; (2) compliance with legal and regulatory requirements; (3) company's risk assessment policies and practices, including the Enterprise Risk Management process; (4) independent auditors' qualifications and independence; (5) prepare a Compensation Committee report required by the applicable SEC rules; (6) consult with the Chief Executive Officer and advise the Board with respect to senior management succession planning; (7) exercise the sole authority to retain and terminate the consulting firms engaged to assist the Committee in the evaluation of the compensation of the CEO and senior management; (8) oversee the work of the compensation consultants and determine the compensation to be paid to any such consultants; (9) assess the independence of any compensation consultants; and (10) review and approve employment, severance, change-in-control, termination and retirement arrangements for executive officers.

The purpose of the Compensation Committee is to: (1) discharge the responsibilities of the Board relating to compensation of the company's officers; (2) oversee the evaluation of the Chief Executive Officer and other executive officers; (3) set the compensation of, and review and approve performance goals and objectives for, the Chief Executive Officer and other executive officers; (4) oversee the administration of the company's executive compensation plans; (5) prepare a Compensation Committee report required by the applicable SEC rules; (6) consult with the Chief Executive Officer and advise the Board with respect to senior management succession planning; (7) exercise the sole authority to retain and terminate the consulting firms engaged to assist the Committee in the evaluation of the compensation of the CEO and senior management; (8) oversee the work of the compensation consultants and determine the compensation to be paid to any such consultants; (9) assess the independence of any compensation consultants; and (10) review and approve employment, severance, change-in-control, termination and retirement arrangements for executive officers.

The purpose of the Corporate Governance Committee is to: (1) identify individuals qualified to become Board members; (2) recommend to the Board individuals to serve as directors of the company and on committees of the Board; (3) advise the Board with respect to Board composition, procedures and committees; (4) develop, recommend to the Board and annually review a set of corporate governance principles applicable to the company and review significant environmental and corporate social responsibility matters and significant shareholder relations issues; (5) evaluate and make recommendations to the Board with respect to the compensation of directors; (6) oversee the annual evaluation of the Board and committees; and (7) administer the company's related Person Transactions Policy.

The purpose of the Finance Committee is to: (1) review the company's cash position, capital structure and strategies, financing strategies and insurance coverage and dividend policy; (2) review the adequacy of funding of the company's funded retirement plans and welfare benefit plans; and (3) review the company’s policy on derivatives and annually determine whether the company and its subsidiaries shall enter into swap and security-based swap transactions that are not cleared with a Commodity Exchange Act registered clearing organization.

The purpose and responsibilities for each of these committees are outlined in committee charters adopted by the Board, which appear on the company’s website at: www.xerox.com/governance.

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Our Progress

Across industries and around the globe, businesses and governments are recognizing the value proposition of today’s Xerox. We have people who are passionate about making our communities better than they are… a corporate culture that is committed to diversity and continuous improvement… and an innovation community that’s harnessing the potential of services and technologies for the promise of a better world.

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  • Sustaining Business

    Independence of the Board

    Based on standards for independence developed by the New York Stock Exchange, the Xerox Board of Directors is currently 90% independent...
    See More

  • Evolving the Workplace

    Employee Satisfaction

    75% of surveyed employees responded favorably to the statement "My work gives me a feeling of personal accomplishment" on our proprietary Voice of the Employee Survey...
    See More

  • Evolving the Workplace

    Employee Inquiries

    The Sentinel Customer Satisfaction Assurance System™, a Xerox proprietary Web-based polling/routing/reporting system...
    See More

  • Evolving the Workplace

    Diversity: Women in Management

    We gain a competitive advantage as we continue to draw on the experience and creativity of a well-balanced, diverse work force.
    See More

  • Evolving the Workplace

    Diversity: Minorities in Management

    Minorities represent 37.5% of employees and 13.2% of the executive and senior level managers in the U.S. Diversity reporting is not tracked in most other countries.
    See More

  • Evolving the Workplace

    Recordable Injury Rate

    We strive toward a goal of zero injuries, with continual improvement in safety performance in both injury frequency and severity.
    See More

  • Evolving the Workplace

    Days Away from Work Case Rate

    We strive to prevent all injuries and illnesses and place special emphasize on the elimination of serious incidents...
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  • Serving Customers

    Equipment Market Share

    Xerox is the leader in equipment revenue market share for the 13th straight quarter (4Q2012). We offer the industry's broadest portfolio...
    See More

  • Serving Customers

    Patents Awarded to Xerox*

    The Xerox group garnered over 1,215 patents total. Xerox was granted 686 U.S. patents and our joint venture in Japan, Fuji Xerox Co. Ltd.,...
    See More

  • Serving Customers

    Customer Service

    Service and support for Xerox products earned five consecutive industry certifications from 2006-2010.
    See More

  • Serving Customers

    Market Leadership

    The Xerox commitment to our customers has gained worldwide recognition. Independent Industry analysts rate our products and services...
    See More

  • Caring for Communities

    Xerox Foundation Giving

    In 2012, 2,676 non-profit organizations, colleges and universities received direct financial support from the Xerox Foundation through grants...
    See More

  • Caring for Communities

    Employees in Community Activities

    The Xerox Community Involvement Program marries the voluntary spirit of our employees with Xerox funding to participate...
    See More

  • Preserving the Planet

    Recycle Rate

    Facilities in Wilsonville, Oregon and Venray, the Netherlands joined the Emulsion / Aggregation Toner manufacturing operation in Webster, New York achieving "zero waste to landfills...
    See More

  • Preserving the Planet

    Water Consumption

    As part of our commitment to conserve resources, we monitor water consumption across our manufacturing, distribution and R&D facilities worldwide. Water consumption decreased 35% over baseline year of 2009...
    See More

  • Preserving the Planet

    Greenhouse Gas Emissions

    Since 2002 scope 1 and 2 greenhouse gas emissions are down 42% in our Document Technology business. The reductions are the result of improved energy efficiency, new technologies and improved energy management practices...
    See More

  • Preserving the Planet

    Achieving ENERGY STAR® Rating

    In 2012, 100% of all of our new eligible products met the current ENERGY STAR (July 2009) requirements. Continued success in cutting the power consumption of our laser-based printing products has been achieved by adjustments in the fuser design...
    See More

  • Preserving the Planet

    Landfill Avoidance Rate

    The Xerox Green World Alliance reuse/recycle program for imaging supplies is central to our commitment to waste-free products. We currently have more than 35 countries participating in the Xerox Green World Alliance...
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  • Preserving the Planet

    Scope 3 GHG Emissions

    We are in the process of expanding Greenhouse Gas tracking to include Scope 3 emissions, beginning with employee business travel. We measured these 2012 Scope 3 emissions at 11,000 metric tonnes of CO2e, down 8% from 2011...
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  • Preserving the Planet

    Energy Use Reduction

    We are proud to announce that through the teamwork of Xerox people worldwide we have achieved and surpassed our goals for the Xerox “Energy Challenge 2012” program...
    See More

Corporate Responsibility magazine recognizes our outstanding citizenship.

Sustaining Business | Governance

Xerox made Corporate Responsibility Magazine’s 13th Annual 100 Best Corporate Citizens list for 2012. Criteria for the rankings include climate change, employee relations, environment, financial, governance, human rights and philanthropy.

Read more about our rankings for sustainability, diversity, governance and ethics.

The Xerox Board of Directors: Maintaining independence

Sustaining Business

Based on standards for independence developed by the New York Stock Exchange, the Xerox Board of Directors is currently 90% independent. It includes one non-independent director: Xerox Chairman and CEO Ursula M. Burns. Learn more about the Board’s independence and our governance policies: www.xerox.com/governance.

2009201020112012
80%88%90%90%
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Voice of employee survey

Evolving the Workplace

Our proprietary Voice of the Employee Survey allows managers to create a personal pulse survey to assess their employees’ satisfaction on their job, workgroup, manager, and on Xerox as a whole.

Since 2009, we have surveyed 100% of our global population of 48 countries and in 25 languages. Each manager receives a personalized report to assist in developing action plans where needed. In addition, we capture global trend data and employee ideas.

The Voice of the Employee survey will be globally implemented again in 2013, and every two years thereafter.

See more detailed information on employee satisfaction surveys.

2009201020112012
77%*
*North American data only.
72%**
**Global data based on 72,000 survey results. The North American percentage agreement is 82%.
74%75%***
***Data based on over 14,000 survey results from three geographies in the Xerox Technology line of business: Xerox Europe, Xerox Canada and Developing Markets.
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Addressing employee inquiries

Evolving the Workplace

The Sentinel Customer Satisfaction Assurance System™, a Xerox proprietary Web-based polling/routing/reporting system, links employee inquiries or comments through the intranet with appropriate Xerox contacts to identify and track any comment, suggestion or unresolved problem for action.

The decline in inquiries from 2011 to 2012 is due to the overall resolution of systemic issues in the system and the ability for employees to provide comments/suggestions or raise a technical issue, which are routed to another system for resolution.

2009201020112012
4,106 inquiries received and routed for resolution 6,698 inquiries received and routed for resolution3,291 inquiries received and routed for resolution2,745 inquiries received and routed for resolution
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Employee Diversity – Women employees

Evolving the Workplace

We gain a competitive advantage as we continue to draw on the experience and creativity of a well-balanced, diverse workforce. That means we’re better able to understand and meet the changing demands for our products and services. Simply stated, a balanced work force makes good business sense.

52.3% of employees in U.S. are women, and women represent 26% of the executive and senior level managers in the U.S. Diversity reporting is not tracked in most other countries.

The decline from 2011 is due to the inclusion of our Services business.

Learn more about diversity at Xerox.

Learn more about Xerox Diversity: Different ideas. Diverse people. Dramatic results.

2009201020112012
31.8% 49.7%49.8% (U.S. only)40.8% (U.S. only)
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Employee Diversity – Minority employees

Evolving the Workplace

Employees with different ways of thinking – and different ways of perceiving our world – are employees who create innovative solutions. In a business like ours, whose lifeblood is fresh ideas, this variety of perspectives is a priceless resource – and a key to achieving critical business results.

Minorities represent 39.4% of employees and 13.6% of the executive and senior level managers in the U.S. Diversity reporting is not tracked in most other countries.

The decline from 2011 is due to the inclusion of our Services business.

Learn more about diversity at Xerox.

Learn more about Xerox Diversity: Different ideas. Diverse people. Dramatic results.

2009201020112012
20.2%22.7%37.5% (U.S. only)23.4% (U.S. only)
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Monitoring the safety of our employees

Evolving the Workplace

Improved injury reporting from our worldwide operations and the redistribution of our employee work assignments have resulted in increased injury rates.

In 2011, a safety improvement project was initiated to improve employee safety awareness and management inspection of safe work practices. We also further expanded our health/safety/wellness communications to our technician workforce.

See more detailed information on our recordable injury rates.

2009201020112012
Down 7% from 2008 Up 18% from 2009Down 1% from 2010Up 5% from 2011
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Preventing injuries and illnesses

Evolving the Workplace

Improved injury reporting from our worldwide operations and the redistribution of our employee work assignments have resulted in increased injury rates.

In 2011, a safety improvement project was initiated to improve employee safety awareness and management inspection of safe work practices. We also further expanded our health/safety/wellness communications to our technician workforce.

See more detailed information on work injury rates at Xerox.

2009201020112012
Down 4% from 2008 Up 4% from 2009Up 6% from 2010Up 13 % from 2011
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Topping the competition

Serving Customers

Xerox is the leader in equipment revenue market share for the 13th straight quarter (4Q2012). We offer the industry’s broadest portfolio of document technology and services for businesses of any size, in any industry, anywhere around the world.

Learn more about Xerox products.

2009201020112012
#1 in Q4#1#1#1
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Innovating for the future

Serving Customers

Xerox was granted 1,215 U.S. patents in 2012 ranking the company as one of the world’s top innovators. Our joint venture in Japan, Fuji Xerox Co. Ltd., received 686 U.S. patents. The Xerox group garnered 1,900 patents total.

Xerox and Fuji Xerox collectively invest about $1.5 billion annually in research, development and engineering.

*Total patents earned along with Fuji Xerox Group.

Learn more about innovation at Xerox.

View more information on our patent filings.

2009201020112012
1,1311,6051,6181,900
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Measuring customer satisfaction

Serving Customers

Service and support for Xerox products earned five consecutive industry certifications from 2006-2010 under the J.D. Power and Associates Certified Technology Service and SupportSM program. All forms of customer support – phone, on-line, on-site – were evaluated by independent service industry experts who recognized our support services as among the best in class. These certification reviews have ensured we maintain process excellence in technical service delivery.

In 2011, we chose to invest in a new customer satisfaction process to ensure a stronger focus on understanding and fulfilling customer needs and expectations. The new process solicits feedback from our technology customers around the globe and provides detailed insights that help us identify systemic issues and make the necessary changes that ensure strong customer satisfaction. Improved closed-loop follow-up processes also enable faster responses to individual problems.

2009201020112012
Achieved certification in the J.D. Power and Associates program for Certified Technology Service and Support.Achieved certification in the J.D. Power and Associates program for Certified Technology Service and Support.In 2011, we chose to invest in a new customer satisfaction process to ensure a stronger focus on understanding and fulfilling customer needs and expectations. In 2012, we continued our investment in a new customer satisfaction process to ensure our award-winning service and customer-centric approach builds customer loyalty and trust. It’s a core competency and a competitive advantage for Xerox.
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Industry analysts rate Xerox products and services as market leaders

Serving Customers

The Xerox commitment to our customers has gained worldwide recognition. Independent industry analysts rate our products and services as leaders in multiple categories.

Helping customers better manage their print environment led Xerox to achieve the grand slam in Managed Print Services recognition by being named by the top analyst companies IDC, Gartner, Forrester and Quocirca as an industry leader.

Read more about recognition from IDC.

Read more about Gartner's Magic Quadrant.

2009201020112012
Gartner, Inc.: Leaders Quadrant in the Magic Quadrant for Managed Print Services Worldwide, CRM Contact Center BPO for North America, and Comprehensive Human Resources Business Process Outsourcing.
Gartner, Inc.: Leaders Quadrant in the 2010 Magic Quadrant for Managed Print Services Worldwide, MFPs and Printers, and Finance & Accounting Business Process Outsourcing. Visionaries Quadrant for Enterprise Content Management (ECM).

IDC: A leader in Worldwide and U.S. Outsourced Print and Document Services Forecast and Analysis and in IDC’s 2010 MPS MarketScape report.
Gartner, Inc.: Leaders Quadrant in the 2011 Magic Quadrant for Managed Print Services Worldwide. Global leader in the Comprehensive Finance and Accounting Business Process Outsourcing arena; noted our leadership for Help Desktop Outsourcing Services in North America.

IDC: a market Leader for managed print services in IDC’s 2011 MarketScape report.
Gartner, Inc.: Leaders Quadrant for Managed Print Services; Comprehensive Finance and Accounting BPO, Global; Customer Management Contact Center BPO, Worldwide; Help Desk Outsourcing, North America; Desktop Outsourcing Services, North America. Challenger in Data Center Outsourcing and Infrastructure Utility Services, North America. Niche Player for e-Discovery Software.

IDC: Major Player for managed print services and Comprehensive HRO in MarketScape.

Forrester: Leader in Managed Print Services in The Forrester Wave.
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The Xerox Foundation

Caring for Communities

In 2012, 2,676 non-profit organizations, colleges and universities received direct financial support from the Xerox Foundation through grants, matching gifts or community involvement activities. We focus our investments in the following areas:

  • Education and workforce preparedness
  • Science and technology
  • Environmental affairs
  • Employee and community affairs
  • National and cultural affairs

Learn more about the Xerox Foundation.

See more detailed information on Xerox Foundation giving.

2009201020112012
$12.0 million$12.5 million$13.5 million$13.5 million
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The Xerox Community Involvement Program

Caring for Communities

The Xerox Community Involvement Program marries the voluntary spirit of our employees with Xerox funding to participate in the betterment of the communities where we live and work. In addition to our community involvement funding, in 2012, 11 Xerox employees were awarded Xerox social service leave fully-paid sabbaticals, dedicating their time to organizations in need of their business acumen.

Learn more about the Xerox Foundation.

See more detailed information on community involvement programs.

2009201020112012
8,650 Employees

648 Projects

$978,018
10,137 Employees

712 Projects

$1,009,584
12,291 Employees

751 Projects

$1,000,000+
12,713 Employees

713 Projects

$2,180,629
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Our goal: Zero waste to landfills

Preserving the Planet

In 2012, our facilities in Dundalk, Ireland, joined the Emulsion Aggregation Toner manufacturing operation in Webster, New York, and the Wilsonville, Oregon, and Venray, Netherlands, facilities achieving zero waste to landfill.

See more detailed information on Xerox recycling.

2009201020112012
91%89%91%93%
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Conserving water

Preserving the Planet

As part of our commitment to conserve resources, we monitor water consumption across our manufacturing, distribution and R&D facilities worldwide. Water consumption decreased 35% over baseline year of 2009.

See more detailed information on water consumption.

2009201020112012
Down 7% from 2008Down 7% from 2009Down 15% from 2010Down 17% from 2011
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Reducing greenhouse gas emissions

Preserving the Planet

Since 2002 scope 1 and 2 greenhouse gas emissions are down 42% in our Document Technology business. The reductions are the result of improved energy efficiency, new technologies and improved energy management practices.

See more detailed information on greenhouse gas emissions.

2009201020112012
Down 11% from 2008Down 3% from 2009Down 9% from 2010
Down 36% from 2002
Down 9% from 2011
Down 42% from 2002
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New products achieve the ENERGY STAR® rating

Preserving the Planet

In 2012, 100% of all our new eligible products met the current ENERGY STAR (July 2009) requirements. Continued success in cutting the power consumption of our laser-based printing products has been achieved by adjustments in the fuser design, changes to the properties of the toner, more-efficient electronic controls and the workings of the xerographic system as a whole.

See more detailed information on Energy Star ratings for Xerox Products.

2009201020112012
92%100%100%100%
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End-of-Life Managment

Preserving the Planet

Our approach to managing products at end-of-life translates into significant environmental and financial benefits. Globally, our combined returns programs (equipment remanufacture in conjunction with parts and consumables reuse and recycling) prevented over 42,000 metric tons of waste from entering landfills in 2012 alone.

Learn more about the Xerox Green World Alliance.

2009201020112012
98%97%98%99.3%
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Reducing emissions by reducing employee air travel

Preserving the Planet

We are in the process of expanding greenhouse gas (GHG) tracking to include Scope 3 emissions, beginning with employee business travel. We measured these 2012 Scope 3 emissions at 11,000 metric tonnes of CO2e, down 8% from 2011. A decrease in employee air travel has been achieved through the increased use of videoconferencing and other technology.

We are making progress with our Scope 3 emissions assessments. Our calculations are made according to the WRI Scope 3 Accounting Standard. We will continue to use the information to prioritize our GHG emission reduction opportunities and as part of our carbon impact assessments.

See more detailed information on C02e reduction.

2009201020112012
121412, down 14% from 201011, down 8% from 2011
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Energy Use Reduction

Preserving the Planet

We are proud to announce that through the teamwork of Xerox people worldwide we have achieved and surpassed our goals for the Xerox “Energy Challenge 2012” program. In 2003, we established a program and made a public commitment to reduce greenhouse gas (GHG) emissions by joining the U.S. EPA Climate Leaders program and launching an internal program known as “Energy Challenge 2012.” We adopted a goal of reducing by 10% our absolute GHG emissions across all company operations, by 2012, from a 2002 baseline.

We met this target six years ahead of schedule and in 2007 we set a new and challenging goal to reduce our GHG emissions by 25% by 2012, from the 2002 baseline.

At the conclusion of the corporate Energy Challenge 2012 program, we successfully reduced emissions by 42%, or 210,000 tons of carbon dioxide equivalents (CO2e) while saving energy – consumption was down 33% compared with 2002.

2009201020112012
21%22%27%33%
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