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These excerpts taken from the C DEF 14A filed Mar 20, 2009. Director
Independence
The board has adopted categorical standards to assist the board
in evaluating the independence of each of its directors. The
categorical standards, which are set forth below, describe
various types of relationships that could potentially exist
between a director or an immediate family member of a director
and Citi and set thresholds at which such relationships would be
deemed to be material. Provided that no relationship or
transaction exists that would disqualify a director under the
categorical standards and no other relationships or transactions
exist of a type not specifically mentioned in the categorical
standards that, in the board’s opinion, taking into account
all facts and circumstances, would impair a director’s
ability to exercise his or her independent judgment, the board
will deem such person to be independent.
In 2008, the board and the nomination and governance committee
reviewed directors’ responses to a questionnaire asking
about their relationships with Citi, and those of their
immediate family members and primary business or charitable
affiliations and other potential conflicts of interest, as well
as data collected by Citi’s businesses related to
transactions, relationships or arrangements between Citi on the
one hand and a director, immediate family member of a director,
or a primary business or charitable affiliation of a director,
on the other. The board reviewed the relationships or
transactions between the directors or immediate family members
of the directors or their primary business or charitable
affiliations on the one hand and Citi on the other and
determined that the relationships or transactions complied with
the Corporate Governance Guidelines and the related
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categorical standards. The board also determined that, applying
the guidelines and standards, which are intended to comply with
the nyse corporate
governance rules, and all other applicable laws, rules and
regulations, each of the following directors standing for
re-election and the nominees standing for election are
independent: C. Michael Armstrong, Alain J.P. Belda, John M.
Deutch, Jerry A. Grundhofer, Andrew N. Liveris, Anne M. Mulcahy,
Michael E. O’Neill, Richard D. Parsons, Judith
Rodin, Robert L. Ryan, Anthony M. Santomero and William S.
Thompson, Jr.
Director
Independence
At least two-thirds of the members of the Board should be
independent. The Board has adopted the Director Independence
Standards set forth in the attached Exhibit “A” to
assist the Board in making
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the independence determination. The Director Independence
Standards are intended to comply with the New York Stock
Exchange (“NYSE”) corporate governance rules and all
other applicable laws, rules and regulations regarding director
independence in effect from time to time. A Director shall
qualify as independent for purposes of service on the Board of
the Company and its Committees if the Board has determined that
the Director has no material relationship with the Company, as
defined in the Director Independence Standards.
These excerpts taken from the C DEF 14A filed Mar 13, 2008. The board has adopted categorical standards to assist the board in evaluating the independence of each of its directors. The categorical standards, which are set forth below describe various types of relationships that could potentially exist between a director or an immediate family member of a director and Citi and sets thresholds at which such relationships would be deemed to be material. Provided that no relationship or transaction exists
7
Table of ContentsDirector Independence
At least two-thirds of the members of the Board should be independent. The Board has adopted the Director Independence Standards set forth in the attached Exhibit “A” to assist the Board in making the independence determination. The Director Independence Standards are intended to comply with the New York Stock Exchange (“NYSE”) corporate governance rules and all other applicable laws, rules and regulations regarding director independence in effect from time to time. A Director shall qualify as independent for purposes of service on the Board of the Company and its Committees if the Board has determined that the Director has no material relationship with the Company, as defined in the Director Independence Standards.
These excerpts taken from the C DEF 14A filed Mar 13, 2007. The board has adopted categorical standards to assist the board in evaluating the independence of each of its directors. The categorical standards describe various types of relationships that could potentially exist between a director or an immediate family member of a director and Citigroup and sets thresholds at which such relationships would be deemed to be material. Provided that no relationship or transaction exists that would disqualify a director under the categorical standards and no other relationships or transactions exist of a type not specifically mentioned in the categorical standards that, in the board’s opinion, taking into account all facts and circumstances, would impair a director’s ability to exercise his or her independent judgment, the board will deem such person to be independent.
In January 2007, the board and nomination and governance committee reviewed directors’ responses to a questionnaire asking about their relationships with Citigroup, and those of their immediate family members and primary business or charitable affiliations and other potential conflicts of interest, as well as data collected by
7
Table of ContentsDirector Independence
At least two-thirds of the members of the Board should be independent. The Board has adopted the Director Independence Standards set forth in the attached Exhibit “A” to assist the Board in making the independence determination. The Director Independence Standards are intended to comply with the New York Stock Exchange (“NYSE”) corporate governance rules and all other applicable laws, rules and regulations regarding director independence in effect from time to time. A Director shall qualify as independent for purposes of service on the Board of the Company and its Committees if the Board has determined that the Director has no material relationship with the Company, as defined in the Director Independence Standards.
These excerpts taken from the C DEF 14A filed Mar 14, 2006. The board has adopted categorical standards to assist the board in evaluating the independence of each of its directors. The categorical standards describe various types of relationships that could potentially exist between a board member and Citigroup and sets thresholds at which such relationships would be deemed to be material. Provided that no relationship or transaction exists that would disqualify a director under the categorical standards and no other relationships or transactions exist of a type not specifically mentioned in the categorical standards that, in the board’s opinion, taking into account all facts and circumstances, would impair a director’s ability to exercise his or her independent judgment, the board will deem such person to be independent. Applying these standards, which are intended to comply with the NYSE and PCX corporate governance rules, and all other applicable laws, rules and regulations, the board has determined that each of the following directors standing for re-election is independent: C. Michael Armstrong, Alain J.P. Belda, George David, Kenneth T. Derr, John M. Deutch, Ann Dibble Jordan, Klaus C. Kleinfeld, Andrew N. Liveris, Dudley C. Mecum, Anne M. Mulcahy, Richard D. Parsons, Judith Rodin and Franklin A. Thomas.
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Table of ContentsDirector Independence
At least two-thirds of the members of the Board should be independent. The Board has adopted the Director Independence Standards set forth in the attached Exhibit “A” to assist the Board in making the independence determination. The Director Independence Standards are intended to comply with the New York Stock Exchange (“NYSE”) corporate governance rules and all other applicable laws, rules and regulations regarding director independence in effect from time to time. A Director shall qualify as independent for purposes of service on the Board of the Company and its Committees if the Board has determined that the Director has no material relationship with the Company, as defined in the Director Independence Standards.
These excerpts taken from the C DEF 14A filed Mar 15, 2005. The board has adopted categorical standards to assist the board in evaluating the independence of each of its directors. The categorical standards describe various types of relationships that could potentially exist between a board member and Citigroup and sets thresholds at which such relationships would be deemed to be material. Provided that no relationship or transaction exists that would disqualify a director under the categorical standards and no other relationships or transactions exist of a type not specifically mentioned in the categorical standards that, in the board’s opinion, taking into account all facts and circumstances, would impair a director’s ability to exercise his or her independent judgment, the board will deem such person to be independent. Applying these standards, which are intended to comply with the NYSE corporate governance rules, and all other applicable laws, rules and regulations, the board has determined that each of the following directors standing for re-election is independent: C. Michael Armstrong, Alain J.P. Belda, George David, Kenneth T. Derr, John M. Deutch, Ann Dibble Jordan, Dudley C. Mecum, Anne M. Mulcahy, Richard D. Parsons, Judith Rodin and Franklin A. Thomas. The board has also determined that Klaus Kleinfeld, a nominee for election to the board, is independent.
Director Independence
At least two-thirds of the members of the Board should be independent. The Board has adopted the categorical standards set forth in the attached Exhibit “A” to assist the Board in making the independence determination. These categorical standards are intended to comply with the New York Stock Exchange (“NYSE”) corporate governance rules and all other applicable laws, rules and regulations regarding director independence in effect from time to time. An outside Director shall qualify as independent for purposes of service on the Board of the Company and its Committees if the Board has determined that the Director has no material relationship with the Company.
A Director shall be deemed to have no material relationship with the Company and will qualify as independent if (a) the Director meets the categorical standards set forth in Exhibit “A” attached to these Guidelines and (b) there exists any relationship or transaction of a type not specifically mentioned in Exhibit “A” then, taking into account all relevant facts and circumstances, the Board has determined that the existence of such other relationship or transaction is not material and would not impair the Director’s exercise of independent judgment.
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