Governance: Ethics. Transparency. Accountability.
Download the 2012 CSC Corporate Responsiblity Report: Governance section. (PDF 163Kb)
Trusted to Deliver
Every day, we forge bonds of trust with the organizations and individuals we serve, aiming beyond the ordinary to deliver high levels of creativity, innovation and technical excellence. We never forget that keeping a promise is the most important thing we can do, for the good of our stakeholders and the long-term vitality of our business.
CSC is committed to maintaining the highest standards of corporate governance, which we know are essential for our sustained success and long-term stockholder value. The CSC Board of Directors oversees, counsels and directs management in the long-term interests of the company and our stockholders. The Board’s responsibilities include, but are not limited to, overseeing the management of our business and the assessment of our business risks; overseeing the processes for maintaining our integrity with regard to our financial statements and other public disclosures, and compliance with law and ethics; reviewing and approving our major financial objectives and strategic and operating plans, and other significant actions; and overseeing our talent management and succession planning. The Board discharges its responsibilities through regularly scheduled meetings, action by written consent and other communications with management as appropriate.
Board Leadership Structure
In FY 2012, the Board reviewed its leadership structure and determined to separate the offices of Chairman and CEO effective upon the commencement of employment of J. Michael Lawrie as President and CEO of the company on March 19, 2012. Effective on that date, Rodney F. Chase became non-executive Chairman of the Board. The Board believes that this structure provides independent board leadership and engagement, as the CEO and Chairman are distinct and separate roles. With this separation being complemented by strong Committee Chairs and active engagement by all 10 Directors, including nine independent Directors, the Board believes that CSC’s Board leadership structure provides effective oversight of management.
Oversight of Risk Management
With specific regard to risk oversight, CSC’s management and our directors combine to provide assurance and independent reassurance that our risks are understood and our mitigations are on target.
CSC has an enterprise-level framework for risk management led by CSC’s chief audit executive. The framework organizes CSC’s risks into four discrete domains that form an enterprise, or portfolio, view of risk. These risk domains include strategy, operations, ethics/compliance and reporting. Risks are identified, assessed, reported and, if appropriate, mitigated in each risk domain.
Board and Board Committees
CSC’s Vice President of Enterprise Risk Management and Internal Audit reports to the Audit Committee of the Board and the CFO. He is responsible for providing an assessment of the details of priority risks across the CSC portfolio and management’s direction regarding specific mitigation actions either planned or underway. The Audit Committee reports enterprise risk management updates to the full Board which, in its oversight role, delegates specific risk management responsibilities to its committees:
- The Audit Committee oversees risks related to accounting, financial reporting processes, internal controls and ethics/compliance, among other duties.
- The Compensation Committee monitors the risks associated with succession planning and leadership development as well as those associated with compensation plans.
- The Nominating/Corporate Governance Committee monitors the risks related to the company’s governance structure and processes.
Special Projects Review Group
This year the CSC Board of Directors approved a CSC Special Projects Review Group (SPRG), responsible for reviewing, advising on and monitoring certain classified U.S. programs and business opportunities that have the potential to pose significant political, legal or business reputation risks for the company. The president of the North American Public Sector is responsible for appointing Group members. The SPRG will meet semiannually, and other times as desired. It will issue a report to the Board after each meeting.
During FY 2012, CSC management reviewed its executive and non-executive (non-sales) compensation programs and also undertook a comprehensive global review of sales force compensation programs and determined that none of these compensation programs encourage or create unnecessary risk taking, and none are reasonably likely to have a material adverse effect on the company. In FY 2013, we will further align our annual incentive compensation plans and sales compensation plans to support our turnaround strategy.
Responsible Supply Chain Practices
- We commit to supply chain principles to reduce energy consumption and our carbon footprint while ensuring that we have a means to hold our suppliers accountable for adhering to responsible business practices. Procurement. CSC’s procurement guidelines enable our company to consider social, ethical and environmental factors when sourcing products and services and incorporate a concern for these factors into supplier contracts.
- Training. We are establishing training for our key supply chain professionals in sustainable supply practices to ensure effective implementation of our policies, including the ongoing evaluation of sustainability reports from suppliers to ensure accurate information.
- Energy Efficiency. We focus on procuring energy-efficient products, products made from recycled materials and other environmentally friendly products for our clients and our company.
- Disposal of Assets. We follow best sustainability practices for disposing of the IT assets we own. That includes contracting with outside vendors to conduct environmentally friendly asset disposal that maximizes reuse and recycling.
Management of Company Records
Keeping accurate records provides reliable data for making sound decisions. Accurate records enable us to promptly report on our financial condition, maintaining our reputation with our stakeholders. We follow internal controls and take seriously our responsibility to accurately record financial transactions including bank transactions, purchasing and contracting agreements, payments to employees, transactions with our clients and others.
More information is available at csc.com/governance. These materials are also available in print to any person, without charge. To request a copy, call +1.800.542.3070 or write to: Investor Relations, CSC 3170 Fairview Park Drive Falls Church, Virginia 22042
Ethical governance is a continuing focus, starting with the Board and extending to all employees. With transparency and unwavering ethics, we will seek to earn the trust of those we partner with, forge lasting service relationships and strengthen our business over the long term.