The Xerox Board of Directors represents the interests of our shareholders in the operation of a successful business, including optimizing long-term financial returns. The Board is responsible for determining that Xerox is managed in such a way to ensure this result, which also will assure the company's vitality for its customers, employees and the other individuals and organizations that depend on it. This function is active, not passive. The Board has the duty to ensure that in good times, as well as difficult ones, management is capably executing its responsibilities.
The Board's responsibility is to regularly monitor the effectiveness of management policies and decisions, including the creation and execution of its strategies. The Board is also responsible for monitoring the establishment and enforcement of procedures designed to ensure that Xerox's management and employees operate in a legal and ethically responsible manner.
The Corporate Governance Committee of the Board of Directors has oversight of corporate social responsibility (CSR). The Committee reviews significant shareholder relations issues and environmental and corporate social responsibility matters, and ensures that our actions align with our core values and priorities for citizenship. To that end, members of the Board have considered an outline of this report and support its content. See Corporate Social Responsibility Governance.
Read more about Corporate Governance at www.xerox.com/governance.
Independence of the Board
The Board comprises a substantial majority of Directors who qualify as independent Directors. The Board will make a determination as to each Director’s independence, broadly considering all relevant facts and circumstances. However, the Board has adopted categorical standards to assist it in making the independence determination. Under these categorical standards, a Director shall be presumed not to have a material relationship with Xerox or any of its consolidated subsidiaries, and thus be presumed to be independent.
Board Membership Criteria
The ultimate responsibility for the selection of new Directors resides with the Board. The identification, screening and recommendation process has been delegated to the Corporate Governance Committee, which reviews candidates for election as Directors and annually recommends a slate of Directors for approval by the Board and election by the shareholders.
The Board requires that a substantial majority of the Board should consist of independent Directors. Any management representation should be limited to top Xerox management. Nominees for Director are selected on the basis of, among other things, broad perspective, integrity, independence of judgment, experience, expertise, diversity, ability to make independent analytical inquiries, understanding of Xerox’s business environment and willingness to devote adequate time and effort to Board responsibilities. Members should represent a predominance of business backgrounds and bring a variety of experiences and perspectives to the Board.
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