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This excerpt taken from the UIS DEF 14A filed Apr 16, 2009. Committees
The Board of Directors has a standing Audit Committee,
Compensation Committee, Finance Committee and Nominating and
Corporate Governance Committee. The specific functions and
responsibilities of each committee are set forth in its charter,
which is available on the Company’s Internet web site at
www.unisys.com in the Investors section under Corporate
Governance and Board of Directors and is also available in print
to any stockholder who requests it.
Audit
Committee
The Audit Committee assists the Board in its oversight of the
integrity of the Company’s financial statements and its
financial reporting and disclosure practices, the soundness of
its systems of internal financial and accounting controls, the
independence and qualifications of its independent registered
public accounting firm, the performance of its internal auditors
and independent registered public accounting firm, the
Company’s compliance with legal and regulatory requirements
and the soundness of its ethical and environmental compliance
programs. The Audit Committee held 10 meetings in 2008. Its
members are Mr. Espe, Ms. Fletcher, Mr. Huston
(chair) and Ms. Kenne. For 2008, the Board determined that
each of Mr. Espe, Ms. Fletcher and Mr. Huston was
an audit committee financial expert as defined by the SEC.
Mr. Huston will be retiring from the Board at the 2009
annual meeting, and the Board has determined that the audit
committee financial experts will then be Mr. Espe and
Ms. Fletcher.
Compensation
Committee
The Compensation Committee oversees the compensation of the
Company’s executives, the Company’s executive
management structure, the compensation-related policies and
programs involving the Company’s executive management and
the level of benefits of officers and key employees. In this
capacity, the committee regularly reviews and approves the
Company’s executive compensation strategy and principles to
ensure that they are aligned with the Company’s business
strategy and objectives and with stockholder interests. Under
its charter, the Compensation Committee annually reviews and
approves goals and objectives relevant to the compensation of
the chief executive officer, evaluates the performance of the
chief executive officer in light of those goals and makes
recommendations to the independent members of the Board
concerning the compensation level of the chief executive
officer. The committee also annually reviews and approves
compensation levels of the other elected officers. In this
regard, the committee solicits input from the Company’s
chief executive officer regarding the compensation of those
executives who report directly to him. The Compensation
Committee also reviews and recommends to the Board the adoption
of director compensation programs. The Company’s guidelines
regarding the compensation of directors are described more fully
in paragraph 11 of “Corporate Governance
Guidelines” below. As is discussed more fully below in
“Compensation Discussion and Analysis”, the
Compensation Committee regularly receives reports and
recommendations from management and from the committee’s
outside compensation consultant to assist it in carrying out its
responsibilities. Under its charter, the committee also may
consult with legal, accounting or other advisors, as
appropriate, and may form and delegate authority to
subcommittees when appropriate. The Compensation Committee held
seven meetings in 2008. Its members are Dr. Duderstadt,
Mr. Jones, Mr. Martin (chair) and Mr. McQuade.
Finance
Committee
The Finance Committee oversees the Company’s financial
affairs, including its capital structure, financial
arrangements, capital spending and acquisition and disposition
plans. It also oversees the management and investment of funds
in the pension, savings and welfare benefit plans sponsored by
the Company. The Finance Committee held six meetings in 2008.
Its members are Mr. Bolduc (chair), Mr. Espe,
Mr. Lifflander, Mr. Jones and Mr. McQuade.
Nominating and
Corporate Governance Committee
The Nominating and Corporate Governance Committee identifies and
reviews candidates and recommends to the Board of Directors
nominees for membership on the Board of Directors. It also
oversees the Company’s corporate governance. The Nominating
and Corporate Governance Committee held five meetings in 2008.
Its members are Mr. Conway, Dr. Duderstadt (chair),
Ms. Fletcher and Mr. Lifflander.
This excerpt taken from the UIS DEF 14A filed Jun 18, 2008. Committees
The Board of Directors has a standing Audit Committee,
Compensation Committee, Finance Committee and Nominating and
Corporate Governance Committee. The specific functions and
responsibilities of each committee are set forth in its charter,
which is available on the Company’s Internet web site at
www.unisys.com in the Investors section under Corporate
Governance and Board of Directors and is also available in print
to any stockholder who requests it.
Audit
Committee
The Audit Committee assists the Board in its oversight of the
integrity of the Company’s financial statements and its
financial reporting and disclosure practices, the soundness of
its systems of internal financial and accounting controls, the
independence and qualifications of its independent registered
public accounting firm, the performance of its internal auditors
and independent registered public accounting firm, the
Company’s compliance with legal and
7
Table of Contents
regulatory requirements and the soundness of its ethical and
environmental compliance programs. The Audit Committee held nine
meetings in 2007. Its members are Mr. Espe,
Ms. Fletcher, Mr. Huston (chair) and Ms. Kenne.
The Board has determined that each of Mr. Espe,
Ms. Fletcher and Mr. Huston is an audit committee
financial expert as defined by the SEC.
Compensation
Committee
The Compensation Committee oversees the compensation of the
Company’s executives, the Company’s executive
management structure, the compensation-related policies and
programs involving the Company’s executive management and
the level of benefits of officers and key employees. In this
capacity, the committee regularly reviews and approves the
Company’s executive compensation strategy and principles to
ensure that they are aligned with the Company’s business
strategy and objectives and with stockholder interests. Under
its charter, the Compensation Committee annually reviews and
approves goals and objectives relevant to the compensation of
the chief executive officer, evaluates the performance of the
chief executive officer in light of those goals and makes
recommendations to the independent members of the Board
concerning the compensation level of the chief executive
officer. The committee also annually reviews and approves
compensation levels of the other elected officers. In this
regard, the committee solicits input from the Company’s
chief executive officer regarding the compensation of those
executives who report directly to him. The Compensation
Committee also reviews and recommends to the Board the adoption
of director compensation programs. The Company’s guidelines
regarding the compensation of directors are described more fully
in paragraph 11 of “Corporate Governance
Guidelines” below. As is discussed more fully below in
“Compensation Discussion and Analysis”, the
Compensation Committee regularly receives reports and
recommendations from management and from the committee’s
outside compensation consultant to assist it in carrying out its
responsibilities. Under its charter, the committee also may
consult with legal, accounting or other advisors, as
appropriate, and may form and delegate authority to
subcommittees when appropriate. The Compensation Committee held
seven meetings in 2007. Its members are Dr. Duderstadt,
Mr. Jones and Mr. Martin (chair).
Finance
Committee
The Finance Committee oversees the Company’s financial
affairs, including its capital structure, financial
arrangements, capital spending and acquisition and disposition
plans. It also oversees the management and investment of funds
in the pension, savings and welfare benefit plans sponsored by
the Company. The Finance Committee held five meetings in 2007.
Its members are Mr. Bolduc (chair), Mr. Espe and
Mr. Jones.
Nominating and
Corporate Governance Committee
The Nominating and Corporate Governance Committee identifies and
reviews candidates and recommends to the Board of Directors
nominees for membership on the Board of Directors. It also
oversees the Company’s corporate governance. The Nominating
and Corporate Governance Committee held five meetings in 2007.
Its members are Mr. Conway, Dr. Duderstadt (chair) and
Ms. Fletcher.
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