Memorex 2011 Annual Report Download - page 96

Download and view the complete annual report

Please find page 96 of the 2011 Memorex annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 114

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114

PART III
Except where otherwise noted, the information required by Items 10 through 14 is incorporated by reference from our
definitive Proxy Statement pursuant to general instruction G(3) to Form 10-K, with the exception of the executive officers
section of Item 10, which is included in Item 1 of this Form 10-K. We will file our definitive Proxy Statement pursuant to
Regulation 14A by April 30, 2012.
Item 10. Directors, Executive Officers and Corporate Governance.
Board of Directors
Information regarding our Board of Directors as of February 28, 2012 is set forth below:
David P. Berg, President, International Outback Steak (a chain of Australian themed steakhouse restaurants owned by
OSI Restaurant Partners, LLC).
Charles A. Haggerty, Chief Executive Officer, Le Conte Associates, LLC (a consulting and investment company) and
former Chairman, President and Chief Executive Officer, Western Digital Corporation (a hard disk maker).
Ronald T. LeMay, Chief Executive Officer, MachineryLink, Inc. (a farm equipment leasing company), Chairman of AirCell
Corporation, now known as Gogo (a designer, manufacturer and marketer of airborne telecommunication systems) and
Chairman, October Capital and Razorback Capital (private investment companies). Mr. LeMay will be retiring from our Board
on May 2, 2012.
Mark E. Lucas, President and Chief Executive Officer, Imation. See Executive Officers of the Registrant in Item 1.
Business herein for further information.
L. White Matthews, III, retired Executive Vice President and Chief Financial Officer, Ecolab Inc. (a developer and
marketer of cleaning and sanitizing products and services), former Chief Financial Officer and Executive Vice President,
Union Pacific Corporation (a company involved in rail/truck transportation and oil/gas exploration and production) and
Non-Executive Chairman of our Board.
Trudy A. Rautio, Executive Vice President, Chief Financial Officer and Chief Administrative Officer, Carlson Companies,
Inc., (a global hospitality and travel company).
Glen A. Taylor, Chairman, Taylor Corporation (a holding company in the specialty printing and marketing areas) and
Owner, Minnesota Timberwolves (NBA) and Minnesota Lynx (WNBA).
Daryl J. White, retired President and Chief Financial Officer, Legerity, Inc. (a supplier of data and voice communications
integrated circuitry), and former Senior Vice President of Finance and Chief Financial Officer, Compaq Computer Corporation
(a computer equipment manufacturer).
See Part I of this Form 10-K, “Executive Officers of the Registrant.” The Sections of the Proxy Statement entitled “Board
of Directors-Director Independence and Determination of Audit Committee Financial Expert,” “Board of Directors-Meetings of
the Board and Board Committees,” “Information Concerning Solicitation and Voting — Section 16(a) Beneficial Ownership
Reporting Compliance” and “Item No. 1-Election of Directors — Information Concerning Directors” are incorporated by
reference into this Form 10-K.
We adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting
officer/controller, or persons performing similar functions and all our other employees. This code of ethics is part of our
broader Business Conduct Policy, posted on our website. The Internet address for our website is http://www.imation.com and
the Business Conduct Policy may be found on the “Corporate Governance” web page, which can be accessed from the
“Investor Relations” page, which can be accessed from the main web page. We intend to satisfy the disclosure requirement
under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of the required code of ethics that
93