Corporate Governance: Director Communication
Process For Communicating With Directors (As Adopted by the EDS Board February 4, 2004)
As required by the listing requirements of the New York Stock Exchange (“NYSE”), interested parties who desire to communicate with the director who presides at the executive sessions of the EDS Board (“Presiding Director”) may e-mail BoardCommunications@eds.com or send written communication to:
- Presiding Director of the EDS Board
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c/o EDS Corporate Secretary
5400 Legacy Drive
H3 3C 47
Plano, Texas 75024
The communication should state clearly that it is a communication by an interested party within the meaning of the NYSE rules. Shareholders making such communications are encouraged to state that they are shareholders and provide the exact name in which the shares are held and the number of shares held. Employees wishing to make certain reports anonymously may do so using mechanisms described on EDS' intranet (infoCentre).
“Spam” such as advertising, solicitations for business, requests for employment or requests for contributions will not be forwarded to the Presiding Director.
Communications concerning (1) accounting, internal accounting controls, or auditing matters; (2) ethical violations or other misconduct by senior executives or board members; or (3) serious legal violations or serious misconduct by company directors, employees or agents will be forwarded verbatim and promptly to the Presiding Director and (if different) to the Chair of the Audit Committee.
Other communications (for example, shareholder communications) will be summarized and provided on a periodic basis to the Presiding Director.
The Presiding Director may at his or her discretion forward copies of any communications to any other directors, any Board committee, the other independent members of the Board or the entire Board for information and/or action as deemed appropriate. The Presiding Director and/or the Audit Committee may direct an investigation into allegations contained in a communication or otherwise instruct or recommend to other directors other courses of action concerning any such communication. The Presiding Director may at any time obtain verbatim copies of any communication previously summarized.
Copies of all communications addressed to the Presiding Director will be forwarded concurrently to the General Counsel of EDS.