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 80% independent. It includes two non-independent directors: Xerox Chairman Anne M. Mulcahy and Xerox CEO 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.
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 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 it.
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 one-half of the fees that they receive for serving on the Board 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 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 directly contact the Chairman of the Xerox Corporate Governance Committee at the address as it appears on the Company’s website at: www.xerox.com/about-xerox/citizenship/corporate-governance/guidelines.
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 Board annually appoints the Chairman of either the Corporate Governance Committee or the Compensation Committee as the lead independent director, whose responsibility is to preside over the non-management executive sessions and provide appropriate feedback to the CEO.
The company has four standing committees: Audit, Compensation, Corporate Governance and Finance. Each is composed entirely of independent directors.