Computer Associates 2009 Annual Report Download - page 58

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Part III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
Information required by this Item that will appear under the headings “Election of Directors,” “Litigation Involving
Directors and Executive Officers,” “Nominating Procedures,” “Board Committees and Meetings,” “Communications with
Directors” and “Section 16(a) Beneficial Ownership Reporting Compliance” in the definitive proxy statement to be filed
with the SEC relating to our 2009 Annual Meeting of Stockholders is incorporated herein by reference. Also, refer to
Part I, Item 4, “Submission of Matters to a Vote of Security Holders” of this Report for information concerning executive
officers under the heading “Executive Officers of the Registrant.”
We maintain a “code of ethics” (within the meaning of Item 406 of the SEC’s Regulation S-K) entitled “CA Code of
Conduct: Information and Resource Guide” (Code of Conduct). Our Code of Conduct is applicable to all employees and
directors, including our principal executive officer, principal financial officer, principal accounting officer or controller, or
persons performing similar functions. Our Code of Conduct is available on our website at ca.com/investor. Any
amendment or waiver to the “code of ethics” provisions of our Code of Conduct that applies to our directors or
executive officers will be included in a report filed with the SEC on Form 8-K or will be otherwise disclosed to the extent
required and as permitted by law or regulation. The Code of Conduct is available without charge in print to any
stockholder who requests a copy by writing to our Corporate Secretary, at CA, Inc., One CA Plaza, Islandia, New York
11749.
ITEM 11. EXECUTIVE COMPENSATION.
Information required by this Item that will appear under the headings “Compensation and Other Information Concerning
Executive Officers,” “Compensation Discussion and Analysis,” “Compensation of Directors,” and “Compensation and
Human Resources Committee Report on Executive Compensation” in the definitive proxy statement to be filed with the
SEC relating to our 2009 Annual Meeting of Stockholders is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
Information required by this Item that will appear under the headings “Compensation and Other Information Concerning
Executive Officers” and “Information Regarding Beneficial Ownership of Principal Stockholders, the Board and
Management” in the definitive proxy statement to be filed with the SEC relating to our 2009 Annual Meeting of
Stockholders is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE.
Information required by this Item that will appear under the headings “Related Person Transactions,” “Election of
Directors,” “Board Committees and Meetings,” and “Corporate Governance” in the definitive proxy statement to be filed
with the SEC relating to our 2009 Annual Meeting of Stockholders is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Information required by this Item that will appear under the headings “Ratification of Appointment of Independent
Registered Public Accountants” and “Audit Committee Report” in the definitive proxy statement to be filed with the SEC
relating to our 2009 Annual Meeting of Stockholders is incorporated herein by reference.
48