Computer Associates 2012 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,” “Director Nominating Procedures,”
“Board Committees and Meetings” and “Section 16(a) Beneficial Ownership Reporting Compliance” in the definitive proxy
statement to be filed with the SEC relating to our 2012 Annual Meeting of Stockholders is incorporated herein by reference. Also,
refer to Part I under the heading “Executive Officers of the Registrant” for information concerning our executive officers.
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 and controller, or persons performing similar
functions. Our Code of Conduct is available on our website at www.ca.com/invest. 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,” “Compensation Committee Interlocks and Insider
Participation” and “Compensation and Human Resources Committee Report on Executive Compensation” in the definitive proxy
statement to be filed with the SEC relating to our 2012 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 “Information Regarding Beneficial Ownership of Principal
Stockholders, the Board and Management” and “Securities Authorized for Issuance under Equity Compensation Plans” in the
definitive proxy statement to be filed with the SEC relating to our 2012 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
2012 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 heading “Ratification of Appointment of Independent Registered Public
Accounting Firm” in the definitive proxy statement to be filed with the SEC relating to our 2012 Annual Meeting of Stockholders is
incorporated herein by reference.
46