3. The Nominating and Corporate Governance Committee is responsible for
determining the appropriate skills and characteristics required of Board members in the context of its current
make-up,
and will consider factors such as independence, experience, expertise, strength of
character, mature judgment, leadership ability, technical skills, diversity and age in its assessment of the needs of the Board.
4. The Board is free to make the selection of Chairman of the Board and Chief Executive Officer any way that seems best to assure the success of the Company so as to provide appropriate leadership at a given point
in time. Therefore, the Board does not have a policy, one way or the other, on whether or not the role of the Chief Executive and Chairman of the Board should be separate and, if it is to be separate, whether the Chairman should be selected from the
non-employee
directors or be an employee. If the Chairman of the Board is not an employee of the Company, the Chairman should qualify as independent under the listing standards of the NYSE.
5. In accordance with the Companys Bylaws, no director shall stand for
re-election
at
any annual stockholders meeting following attainment of age 72 and no person shall be elected a director (as a result of an increase in the number of directors, to fill a vacancy or otherwise) if such person has attained the age of 72.
6. Directors should volunteer to resign from the Board upon a change in primary job responsibility. The Nominating and
Corporate Governance Committee will review the appropriateness of continued Board membership under the circumstances and will recommend, and the Board will determine, whether or not to accept the directors resignation. In addition, if the
Companys Chief Executive Officer resigns from that position, he is expected to offer his resignation from the Board at the same time.
7.
Non-employee
directors are encouraged to limit the number of public company boards on which they serve to no more than four in addition to the Companys and should
advise the Chairman of the Board and the general counsel of the Company before accepting an invitation to serve on another board.
8. The
non-employee
directors will meet in executive session at all regularly scheduled Board meetings. They may also meet in executive session at any time upon request. If
the Chairman of the Board is an employee of the Company, the Board will elect from the independent directors a lead director who will preside at executive sessions. If the Chairman is not an employee, the Chairman will preside at executive sessions.
9. Board members have complete access to Unisys management. Members of senior management who are not Board members
regularly attend Board meetings, and the Board encourages senior management, from time to time, to bring into Board meetings other managers who can provide additional insights into the matters under discussion.
10. The Board and its committees have the right at any time to retain independent outside financial, legal or other advisors.
11. It is appropriate for the Companys staff to report once a year to the Compensation Committee on the status of
Board compensation in relation to other large U.S. companies. Changes in Board compensation, if any, should come at the suggestion of the Compensation Committee, but with full discussion and concurrence by the Board. Particular attention will be
paid to structuring Board compensation in a
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