Director Independence Standards
In connection with its Corporate Governance Guidelines, NCR's Board of Directors has established independence standards. In general, the Board shall determine whether a director is considered independent, taking into account the following factors, in addition to those other factors it may deem relevant. No director may qualify as independent unless the Board affirmatively determines that he or she has no material relationship with NCR (either directly or as a partner, stockholder or officer of an organization that has a relationship with NCR). In addition, the director or director candidate:
- cannot have been an employee of the Company or any of its affiliates, or affiliated with the Company, within the past five years;
- cannot have been affiliated with or an employee of the Company s present or former independent auditors or its affiliates for at least five years after the end of such affiliation or auditing relationship;
- cannot have been in the past five years a paid advisor, service provider or consultant to the Company or any of its affiliates or to an executive officer of the Company or an employee or owner of a firm that is such a paid advisor, service provider or consultant;
- cannot, directly or indirectly, have a material relationship (such as being an executive officer, director, partner, or significant stockholder) with a significant customer or supplier of the Company, including payments in the previous three years to or from the Company to another company in a fiscal year exceeding the greater of $1 million or 2% of the other company s consolidated gross revenues;
- cannot be an executive officer or director of a foundation, university or other non-profit entity receiving significant contributions from the Company, including contributions in the previous three years that, in any single fiscal year, exceeded the greater of $1 million or 2% of such charitable organization s consolidated gross revenues;
- cannot have been employed by another corporation that has (or had) an executive officer of the Company on its board of directors during the past five years;
- cannot for the past five years have received compensation, consulting, advisory or other fees from the Company, other than Director compensation and expense reimbursement or compensation for prior service that is not contingent on continued service; or
- cannot be, or have been for the past five years, a member of the immediate family of:
(i) an officer of the Company,
(ii) an individual who receives more than $120,000 per year in direct compensation from the Company, other than compensation for prior service that is not contingent on continued service,
(iii) an individual who with respect to the Company's independent auditors or their affiliates, is a current partner or a current employee personally working on the Company's Audit or was a partner or employee and personally worked on the Company's audit,
(iv) an individual who is an executive officer of another corporation that has (or had) an executive officer of the Company on it board of directors,
(v) an executive officer of a company that has made payment to, or received payments from, the Company in a fiscal year that exceeded the greater of $1 million or 2% of the other company's consolidated gross revenues, or
(vi) any Director who is not considered an independent Director.
In January 2009, NCR's Board of Directors determined that all of NCR's directors, other than Bill Nuti, met these independence standards.
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