Computer Associates 2006 Annual Report Download - page 88

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Name Biographical Information Age
Director
Since
Laura S. Unger ............... Ms.Unger was a Commissioner of the Securities and
Exchange Commission from November 1997 to
February 2002, including Acting Chairperson of the
SEC from February to August 2001. From June 2002
through June 2003, Ms. Unger was employed by
CNBC as a Regulatory Expert. Before being appointed
to the SEC, Ms. Unger served as Counsel to the
United States Senate Committee on Banking, Housing
and Urban Affairs from October 1990 to November
1997. Prior to working on Capitol Hill, Ms. Unger was
an attorney with the Enforcement Division of the SEC.
Ms. Unger serves as a director of Ambac Financial
Group, Inc. and Children’s National Medical Center,
and acts as the Independent Consultant to JPMorgan
Chase for the Global Research Settlement.
45 2004
Ron Zambonini............... Chairman of the Board of Cognos Incorporated, a
developer of business intelligence software, since May
2004 and a director since 1994. Mr. Zambonini was
Chief Executive Officer of Cognos from September
1995 to May 2004 and President from 1993 to April
2002. Mr. Zambonini currently serves on the Board of
Directors of Reynolds and Reynolds Company and
Emergis Inc.
59 2005
The Board has elected to reduce the number of non-independent directors serving on the Board from two to one. In
fiscal year 2006, Messrs. Swainson and Cron were deemed non-independent directors. Consequently, the term of
Mr. Cron will expire at the Company’s 2006 Annual Meeting of Stockholders. In addition, the Board decreased its
size from twelve directors to eleven directors, effective upon the commencement of the 2006 Annual Meeting.
Litigation Involving Certain Directors and Executive Officers
The Special Litigation Committee was established by the Board on February 1, 2005 and is composed of
William McCracken and Ron Zambonini. The Special Litigation Committee has been delegated the authority
to control and determine the Company’s response to a stockholder derivative action pending in the United States
District Court for the Eastern District of New York entitled Computer Associates International, Inc. Derivative
Litigation, No. 04-CIV-2697, as well as motions that have been made by certain stockholders of the Company to
reopen the December 2003 settlements of a stockholder derivative action and two class actions with respect to
certain current and former directors and officers of the Company. Please see Note 7, “Commitments and
Contingencies”, in the Notes to the Consolidated Financial Statements for a more detailed description of these
actions and other litigation involving certain directors and executive officers.
Audit Committee Financial Expert
The Board of Directors has determined that Walter P. Schuetze qualifies as an “Audit Committee Financial Expert”
and is independent under applicable SEC and NYSE rules.
Audit and Compliance Committee
The Board of Directors has established the Audit and Compliance Committee to carry out certain responsibilities
and to assist the Board in meeting its fiduciary obligations. The committee operates under a written charter that has
been adopted by the committee and by the Board, and all the members of the committee are “independent” under
both the Company’s Corporate Governance Principles and NYSE requirements. The current members of the
committee are Ms. Unger and Messrs. D’Amato, La Blanc and Schuetze (Chair).
68