Evidence of Effective Governance at Dell

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(1)Accurate financial reports and controls:

Audit Committee reviews financial reports and controls with independent auditors, Vice President of Corporate Audit and Dells management the adequacy of Dell’s control on financial reporting which includes computerized information system controls and security. •With independent auditors it reviews the results of their audit of Dells internal control over financial reporting. •With Dells Vice President of corporate Audit it reviews the scope and plan for conducting internal audits of Dells internal controls over financial reporting and obtaining reports of recommendations and significant findings •With Dells management it reviews the results of management’s evaluation of disclosure and controls of assessment of Dells control over financial reporting. All of these reviews show the evidence of accurate financial reports and controls. (2)A critical appraisal of strategic action plans:

Dells strategic action plans are reviewed by Finance Committee with Dells management and approved on behalf of the board. Some of Dells strategic plans include capital strategies and specific equity, capital expenditure plans, financial investment, cash related accounts, investments portfolio, debt financing and capital expenditure plans and management plans. The committee also reports to the board periodically at regularly scheduled meetings about the committee’s recommendations and examinations in meetings which are held with the Chairman, lead director and key members of the management.

(3)Evaluation of strategic leadership skills of CEO

Evaluation of strategic leadership skills of CEO is done by the board by looking into the long term strategic plans and the effectiveness and performance of CEO. This is done annually to make sure the company is lead in a proper manner.

(4)Executive compensation
Upon recommendation of the committee for leadership development in management to evaluate executive...
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