Computer Associates 2006 Annual Report Download - page 89

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Nominating Procedures
The Corporate Governance Committee of the Board of Directors will consider director candidates recommended by
stockholders. In considering candidates submitted by stockholders, the Committee will take into consideration the
factors specified in the Corporate Governance Principles, which are available on our website at www.ca.com, as
well as the current needs of the Board and the qualifications of the candidate. The Committee may also take into
consideration the number of shares held by the recommending stockholder and the length of time that such shares
have been held. To recommend a candidate for consideration by the Committee, a stockholder must submit the
recommendation in writing, including the following information:
• the name of the stockholder and evidence of the stockholder’s ownership of Company common stock, including
the number of shares owned and the length of time of such ownership; and
• the name of the candidate, the candidate’s résumé or a listing of his or her qualifications to be a director of the
Company, and the person’s consent to be named as a director nominee if recommended by the Committee and
nominated by the Board.
Such recommendations and the information described above should be sent to the Corporate Secretary of the
Company at One CA Plaza, Islandia, New York 11749.
Once a person has been identified by the Corporate Governance Committee as a potential candidate, the Committee
may collect and review publicly available information regarding the person to assess whether the person should be
considered further; request additional information from the candidate and/or the proposing stockholder; contact
references or other persons to assess the candidate; and/or conduct one or more interviews with the candidate. The
Committee may consider such information in light of information regarding any other candidates that the
Committee may be evaluating at that time. The evaluation process generally does not vary based on whether
or not a candidate is recommended by a stockholder; however, as stated above, the Committee may take into
consideration the number of shares held by the recommending stockholder and the length of time that such shares
have been held.
In addition to stockholder recommendations, the Corporate Governance Committee may receive suggestions as to
nominees from directors, Company officers or other sources, which may be either unsolicited or in response to
requests from the Committee for such suggestions. In addition, the Committee may engage search firms to assist it
in identifying director candidates.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s directors, executive officers and
persons who beneficially own more than 10% of the Company’s common stock to file with the SEC initial reports of
ownership and reports of changes in beneficial ownership of common stock and other equity securities of the
Company. Directors, executive officers and 10% stockholders are required by SEC regulations to furnish the
Company with copies of all Section 16(a) reports they file.
Based solely on its review of such copies of Section 16(a) reports received by it, or written representations from
each reporting person for the fiscal year ended March 31, 2006, the Company believes that each of its directors,
executive officers and 10% stockholders complied with all applicable filing requirements during the year, except
that due to administrative errors by the Company, Ms. Stravinskas and Messrs. Cirabisi, Gnazzo, Handal and Quinn
each filed one Form 4 late, with each such Form 4 reporting one transaction.
Code of Conduct
We maintain a Business Practices Standard of Excellence: Our Code of Conduct (Code of Conduct), which is
applicable to all employees and directors, and is available on our website at ca.com. Any amendment or waiver to
the Code of Conduct 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 Conduct 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, New York at the address listed on the cover of this
Form 10-K.
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