Responsibility

  Code of Conduct
    Standards
& Ethical Principles
  Corporate Governance
    Corporate Governance Guidelines
    Director Qualification Guidelines
    Director Independence Standard
    Board of Directors
      Audit Committee
      Human Resources
and Compensation
Committee
      Nominating
and Governance
Committee
  Personal Data
Privacy Policy
  Confidential Hotline
     

Home > Corporate Responsibility >
Corporate Governance

Corporate Governance Guidelines
Perot Systems' Board of Directors has adopted Corporate Governance Guidelines that set forth certain corporate governance practices and policies under which the Board operates. These practices and policies include the Director Qualification Guidelines and Director Independence Standard. The Corporate Governance Guidelines are not rigid rules and may be modified by the Board at its discretion. In addition to the Corporate Governance Guidelines, the governance of Perot Systems Corporation is subject to its Certificate of Incorporation and Bylaws and applicable law.

Audit Committee

Charter of the Audit Committee

Members. The members of the Audit Committee are Cecil H. Moore, Jr. (Chair), Jack Gallagher, Carl Hahn, and Anuroop (Tony) Singh, all of whom have been determined by the Board to be independent. C. H. Moore is qualified as an audit committee financial expert within the meaning of the Securities and Exchange Commission regulations, and the Board has determined that he has accounting and related financial management expertise within the listing standards of the New York Stock Exchange.

Contacting the Audit Committee. Stockholders and other interested parties may contact members of the Audit Committee using the methods listed in the table below. Perot Systems' corporate Secretary will forward all written communications addressed to the Audit Committee to members of the Audit Committee. In addition, transcripts of all calls to Perot Systems' confidential hotline that relate to accounting, auditing, or other financial matters are sent to the members of the Audit Committee.

By mail Perot Systems Corporation
Attn: Audit Committee/Corporate Secretary
2300 West Plano Parkway
Plano, TX 75075
By e-mail psc-AuditCommittee@ps.net
Confidential Hotline

U.S., Canada & Guam: dial 1-800-753-9173
India: dial access 000-117
Singapore (Sing Tel): dial access 800-0111-111
Singapore (Star Hub): dial access 80-0001-0001
UK(BT): dial access 0800-89-0011
UK (C&W): dial access 0500-89-0011

Then dial toll free: 800-753-9173

Other locations: For country-specific dialing instructions, go to www.ethicspoint.com.

Compensation Committee

Charter of the Compensation Committee

Members. The members of the Compensation Committee are Carl Hahn (Chair), DeSoto Jordan, Tom Meurer, and Anthony Prinicipi, all of whom have been determined by the Board to be independent.

By mail Perot Systems Corporation
Attn: Compensation Committee/Corporate Secretary
2300 West Plano Parkway
Plano, TX 75075

Nominating and Governance Committee

Charter of the Nominating and Governance Committee

Members. The members of the Nominating and Governance Committee are Tom Meurer (Chair), Jack Gallagher, DeSoto Jordan, and Anthony Prinicipi, all of whom have been determined by the Board to be independent.

Director Candidates. The Nominating and Governance Committee identifies prospective directors through suggestions by Perot Systems' stockholders, directors, officers, and employees. In addition, the committee may retain a third party to identify prospective directors.

The committee evaluates prospective directors through a process that begins with a review of the candidate's resume and other publicly available information about the candidate. Following this review, the committee may designate a member of the committee or another director to contact the candidate to ascertain his or her interest in being considered for election. If the committee and the candidate agree that further consideration is appropriate, the committee may arrange for interviews with other directors and senior leaders of Perot Systems. Finally, the committee will vote whether or not to recommend that the Board elect or nominate the candidate for election as a director.

The Nominating and Governance Committee will consider director nominations suggested by stockholders and other interested parties. Stockholders and other interested parties should send a letter with the following information to the address set forth below:

  • Name, address, and daytime telephone number of the nominating party
  • Shares of Perot Systems Common Stock owned, directly and beneficially, by the nominating party
  • Description of the nominating party's relationship to and affiliation with the candidate and Perot Systems
  • Name, address, and daytime telephone number of the candidate
  • Resume of the candidate
  • Indication of whether the candidate has agreed to be considered

 

 

Discover how Perot Systems can help you achieve results—contact us at +1 888 31 PEROT, +1 972 577 0000, or results@ps.net.
© 1996-2008 Perot Systems. All rights reserved.