First Data 2009 Annual Report Download - page 198

nominees for election as directors at each annual meeting of shareholders and to fill vacancies on the Board. The
Committee looks for certain qualities common to all Board members, including integrity, collegiality, and ability
and willingness to make a commitment to the Company. When considering whether directors and nominees have
the experience, qualifications, attributes and skills, the Committee and the Board focused primarily on the
information discussed in each of the directors’ individual biographies set forth above. In particular, with regard to
Mr. Capellas, the Board considered his strong background in the technology sector and significant expertise and
background in corporate reorganization and rebuilding. With regard to Mr. Fisher, the Board considered his
strong finance background. With regard to Mr. Forehand, the Board considered his many years experience at a
publically held consulting and technology services company, including service as chairman of the board. With
regard to Mr. Kravis, the Board considered his significant experience and expertise in private equity investments.
With regard to Mr. Nuttall, the Board considered his broad perspective brought by Mr. Nuttall’s involvement in
KKR’s diverse investments and his extensive knowledge of the business and capital structure of the Company
through his involvement since the 2007 merger. With regard to Mr. Olson, the Board considered his expertise in
the financial services industry and his extensive knowledge of the business and capital structure of the Company
through his involvement since the 2007 merger.
Code of Ethics for Senior Financial Officers
The Company has adopted a Code of Ethics for Senior Financial Officers which applies to its Chief
Executive Officer, Chief Financial Officer, and Principal Accounting Officer. The Code is available on the
Company’s web site at www.firstdata.com under “About First Data”, “Investor Relations”, “Corporate
Governance”.
Audit Committee Financial Expert and Recommendation of Directors.
The Company’s Audit Committee consists of Messrs. Fisher, Nuttall and Olson. The Board of Directors has
determined that Mr. Fisher is an audit committee financial expert as defined by regulations of the Securities and
Exchange Commission. Mr. Fisher is not independent due to his affiliation with various KKR related entities.
The Company does not have procedures by which security holders may recommend nominees to its board of
directors.
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