Computer Associates 2005 Annual Report Download - page 84

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Table of Contents
Item 9B. Other Information.
Not applicable.
PART III
Item 10. Directors and Executive Officers of the Registrant.
Reference is made to our definitive proxy statement, for the 2005 annual meeting of stockholders, which was filed with the SEC in
July 2005, for information concerning our directors. This information is incorporated herein by reference. Also, refer to Part I of this
Report for information concerning executive officers under the caption “Executive Officers of the Registrant.”
Information about our compliance with Section 16(a) of the Exchange Act during the 2005 fiscal year is incorporated by reference from
the discussion that appears under the heading “Section 16(a) Beneficial Ownership Reporting Compliance” in our definitive proxy
statement filed with the SEC in July 2005.
Information about the Audit and Compliance Committee of our Board of Directors, including the members of the Committee and our
Audit and Compliance Committee financial expert, is incorporated by reference from our definitive proxy statement filed with the SEC
in July 2005.
We maintain a Code of Ethics and Business Conduct (Code of Ethics), which is applicable to all employees and directors, on our website
at ca.com/codeofethics. Any amendment or waiver to the Code of Ethics that applies to our directors or executive officers will be posted
on our website or in a report filed with the SEC on Form 8-K. The Code of Ethics is available free of charge in print to any stockholder
who requests one by writing to Kenneth V. Handal, our Executive Vice President, General Counsel and Corporate Secretary, at the
Company’ s world headquarters in Islandia at the address listed on the cover of this Form 10-K/A.
Item 11. Executive Compensation.
Reference is made to our definitive proxy statement, filed with the SEC in July 2005, for information concerning executive
compensation, as of the dates indicated in the definitive proxy statement, which information is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
Reference is made to our definitive proxy statement, filed with the SEC in July 2005, for information concerning security ownership of
each person known by us to own beneficially more than 5% of our outstanding shares of common stock, of each of our directors, and all
executive officers and directors as a group, and equity compensation plan information, in each case as of the dates indicated in the
definitive proxy statement, which information is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions.
Reference is made to our definitive proxy statement, filed with the SEC in July 2005, for information concerning certain relationships
and related transactions, as of the dates indicated in the definitive proxy statement, which information is incorporated herein by
reference.
Item 14. Principal Accounting Fees and Services.
Reference is made to our definitive proxy statement, filed with the SEC in July 2005, for information concerning our independent
auditors’ fees and services as well as our Audit and Compliance Committee’ s policy on pre-approval of audit and permissible non-audit
services of our independent auditors, which is incorporated herein by reference.
47