Citibank 2008 Annual Report Download - page 247

Corporate Governance Materials
The following materials, which have been adopted by the Company, are
available free of charge on the Company’s Web site at http://
www.citigroup.com by clicking on “About Citi” and then “Corporate
Governance” or by writing to Citigroup Inc., Corporate Governance, 425
Park Avenue, 2nd floor, New York, New York 10043: the Company’s
(i) corporate governance guidelines, (ii) code of conduct, (iii) code of ethics
for financial professionals, and (iv) charters of (a) the audit and risk
management committee, (b) the personnel and compensation committee,
(c) the public affairs committee, and (d) the nomination and governance
committee. The code of ethics for financial professionals applies to the
Company’s principal executive officer, principal financial officer and
principal accounting officer. Amendments and waivers, if any, to the code of
ethics for financial professionals will be disclosed on the Company’s Web site.
Securities Registered Pursuant to Section 12 (b) and
(g) of the Exchange Act
A list of Citigroup securities registered pursuant to Section 12 (b) and (g) of
the Securities Exchange Act of 1934 is filed as an exhibit herewith and is
available from Citigroup Inc., Corporate Governance, 425 Park Avenue, 2nd
floor, New York, New York 10043 or on the Internet at http://www.sec.gov.
As of February 2, 2009, Citigroup had 5,476,213,462 shares of common
stock outstanding.
As of February 2, 2009, Citigroup had approximately 198,847 common
stockholders of record. This figure does not represent the actual number of
beneficial owners of common stock because shares are frequently held in
“street name” by securities dealers and others for the benefit of individual
owners who may vote the shares.
Citigroup is a well-known seasoned issuer, as defined in Rule 405 of the
Securities Act of 1933.
Citigroup is required to file reports pursuant to Section 13 or Section 15
(d) of the Securities Exchange Act of 1934.
Citigroup (1) has filed all reports required to be filed by Section 13 or 15
(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such
reports) and (2) has been subject to such filing requirements for the past 90
days.
Disclosure of delinquent filers pursuant to Item 405 of Regulation S-K
will be contained in Citigroup’s 2009 Proxy Statement incorporated by
reference in Part III of this Form 10-K.
Citigroup is a large accelerated filer (as defined in Rule 12b-2 under the
Securities Exchange Act of 1934).
Citigroup is not a shell company (as defined in Rule 12b-2 under the
Securities Exchange Act of 1934).
The aggregate market value of Citigroup common stock held by
non-affiliates of Citigroup on February 2, 2009 was approximately $19.9
billion.
Certain information has been incorporated by reference as described
herein into Part III of this annual report from Citigroup’s 2009 Proxy
Statement.
Signatures
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized, on the 27th day of February, 2009.
Citigroup Inc.
(Registrant)
Gary Crittenden
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on the 27th day of February, 2009.
Citigroup’s Principal Executive Officer and a Director:
Vikram Pandit
Citigroup’s Principal Financial Officer:
Gary Crittenden
Citigroup’s Principal Accounting Officer:
John C. Gerspach
The Directors of Citigroup listed below executed a power of attorney
appointing Gary Crittenden their attorney-in-fact, empowering him to sign
this report on their behalf.
C. Michael Armstrong Anne Mulcahy
Alain J.P. Belda Richard D. Parsons
Sir Winfried F.W. Bischoff Lawrence R. Ricciardi
Kenneth T. Derr Judith Rodin
John M. Deutch Robert E. Rubin
Roberto Hernández Ramírez Robert L. Ryan
Andrew N. Liveris Franklin A. Thomas
Gary Crittenden
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