Board Committees

The CSC Board of Directors has four standing committees: the Audit Committee, the Compensation Committee, Nominating/Corporate Governance Committee and the Executive Committee. The authority and responsibilities of each committee are set forth in its charter.

Audit Committee Charter
PDF (89 KB)

Compensation Committee Charter
PDF (72 KB)

Nominating/Corporate Governance Charter
PDF (79 KB)

Executive Committee Charter
PDF (36 KB)

Each director serving on these three committees must be "independent" for purposes of CSC's Corporate Governance Guidelines PDF (57 KB). In addition:

• Each Audit Committee member must be "independent" for purposes of the rules and regulations of the New York Stock Exchange and the U.S. Securities and Exchange Commission relating to audit committees, and must be financially literate. No member of the Audit Committee may simultaneously serve on the audit committees of more than three other public companies unless the Board determines that such simultaneous service would not impair the member's ability to effectively serve on the Audit Committee, which determination must be disclosed in CSC's proxy statement. In addition, the Company must disclose whether at least one member of the Audit Committee is an "audit committee financial expert."

• Each Audit Committee, Compensation Committee and Nominating Corporate Governance member must be a "non-employee director" for purposes of Rule 16b-3 promulgated under the Securities Exchange Act of 1934, and an "outside director" for purposes of Section 162(m) of the Internal Revenue Code.