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CA » Topics » RELATED PERSON TRANSACTIONS

This excerpt taken from the CA DEF 14A filed Jul 24, 2008.
RELATED PERSON TRANSACTIONS
 
The Board has adopted a Related Person Transactions Policy (the “Policy”), which is a written policy governing the review and approval or ratification of Related Person Transactions, as defined in SEC rules.
 
Under the Policy, each of our directors, nominees for director and executive officers must notify the General Counsel and/or the Office of Corporate Secretary of any potential Related Person Transaction involving that person or an immediate family member of that person. The General Counsel and/or the Office of Corporate Secretary will review each potential Related Person Transaction to determine if it is subject to the Policy. If so, the transaction will be referred for approval or ratification to the Corporate Governance Committee, which will approve or ratify the transaction only if it determines that the transaction is in, or is not inconsistent with, our best interests and the best interests of our stockholders. In determining whether to approve or ratify a Related Person Transaction, the Corporate Governance Committee may consider, among other things:
 
  •  the fairness to us of the Related Person Transaction;
 
  •  whether the terms of the Related Person Transaction would be on the same basis if the transaction, arrangement or relationship did not involve a related person;
 
  •  the business reasons for us to participate in the Related Person Transaction;
 
  •  the nature and extent of our participation in the Related Person Transaction;
 
  •  whether any Related Person Transaction involving a director, nominee for director or an immediate family member of a director or nominee for director would be immaterial under the categorical standards adopted by the Board with respect to director independence contained in our Corporate Governance Principles;
 
  •  whether the Related Person Transaction presents an actual or apparent conflict of interest for any director, nominee for director or executive officer, the nature and degree of such conflict and whether any mitigation of such conflict is feasible;
 
  •  the availability of other sources for comparable products or services;
 
  •  the direct or indirect nature and extent of the related person’s interest in the Related Person Transaction;
 
  •  the ongoing nature of the Related Person Transaction;
 
  •  the relationship of the related person to the Related Person Transaction and with us and others;
 
  •  the importance of the Related Person Transaction to the related person; and
 
  •  the amount involved in the Related Person Transaction.
 
The Corporate Governance Committee will administer the Policy and may review, and recommend amendments to, the Policy from time to time.
 
Since the beginning of fiscal year 2008, there has been one Related Person Transaction. Erica Christensen La Blanc, a daughter-in-law of Mr. La Blanc, was hired as a non-executive employee of the Company. She receives an annual salary and employee benefits valued at approximately $134,000. This Related Person Transaction was approved in accordance with the Policy.


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This excerpt taken from the CA DEF 14A filed Jul 13, 2007.
RELATED PERSON TRANSACTIONS
 
The Board has adopted the Related Person Transactions Policy (the “Policy”), which is a written policy governing the review and approval or ratification of Related Person Transactions, as defined in SEC rules.
 
Under the Policy, each of our directors, nominees for director and executive officers must notify the General Counsel and/or the Office of Corporate Secretary of any potential Related Person Transactions involving such person or an immediate family member of such person. The General Counsel and/or the Office of Corporate Secretary will review potential Related Person Transactions to determine if they are subject to the Policy. If so, the transaction will be referred for approval or ratification to the Corporate Governance Committee, which will approve or ratify the transaction only if it determines that the transaction is in, or is not inconsistent with, our best interests and the best interests of our stockholders. In determining whether to approve or ratify a Related Person Transaction, the Corporate Governance Committee may consider, among other things:
 
  •  the fairness to us of the Related Person Transaction;
 
  •  whether the terms of the Related Person Transaction would be on the same basis if the transaction, arrangement or relationship did not involve a related person;
 
  •  the business reasons for us to participate in the Related Person Transaction;
 
  •  the nature and extent of our participation in the Related Person Transaction;
 
  •  whether any Related Person Transaction involving a director, nominee for director or an immediate family member of a director or nominee for director would be immaterial under the categorical standards adopted by the Board with respect to director independence contained in the Principles;
 
  •  whether the Related Person Transaction presents an actual or apparent conflict of interest for any director, nominee for director or executive officer, the nature and degree of such conflict and whether any mitigation of such conflict is feasible;
 
  •  the availability of other sources for comparable products or services;
 
  •  the direct or indirect nature and extent of the related person’s interest in the Related Person Transaction;
 
  •  the ongoing nature of the Related Person Transaction;
 
  •  the relationship of the related person to the Related Person Transaction and with us and others;
 
  •  the importance of the Related Person Transaction to the related person; and
 
  •  the amount involved in the Related Person Transaction.
 
The Corporate Governance Committee will administer the Policy and may review, and recommend amendments to, the Policy from time to time.
 
Since the beginning of fiscal year 2007, there have not been any Related Person Transactions.


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EXCERPTS ON THIS PAGE:

DEF 14A
Jul 24, 2008
DEF 14A
Jul 13, 2007

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