Updated 10.22.2009

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Summary: Our research reveals concerns around Board Effectiveness


Our evaluation identified concerns around the Effectiveness and Independence of Xerox's Board.Key areas are not specifically provided oversight by the Board. In addition, Board member with ties to a troubled firm is also disturbing.


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Is the Board equipped to provide effective and Independent oversight?

  1. R&D is a critical component for a technology company like Xerox. Unfortunately, Xerox does not have a Board level committee to provide oversight over its Research and Development efforts.

  2. The CEO of Time Warner Cable Inc is a director on Xerox’s board while another Xerox board member is also on the board of Time Warner Cable Inc. Similar Board interlocks exist in case of another Board member (CEO of Procter and Gamble). These types of board interlocks may have a potential to reduce independence, Board Effectiveness and increase conflict of interest.

  3. In reviewing the Board and ensuring that none of the directors were associated with companies that had either failed or were failing, we found a director on the Finance Board Committee who has been associated with Citigroup- a company that has been hit hard by the credit and mortgage crisis and has borrowed heavily from the Government under the TARP program.

Does the company pay unreasonable compensation to any of its senior officers?

  1. The CFO Lawrence Zimmerman was paid a lumpsum payment of $125000 during 2008 for commercial air travel between his home outside of Connecticut and Xerox offices.


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Board Size: 10

Board of Directors Compensation($): Cash- $65,000; Deferred Stock units - $65,000.

Total greenhouse gas emissions(CO2e): 2008- Not known; 2007- 408,000 metric tons of CO2e tonnes

Total CEO compensation for 2008($): $10.94 million (Anne Mulcahy)

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