Ibm Board Corporate Governance Guidelines

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IBM BOARD CORPORATE GOVERNANCE GUIDELINES

1. Board Size  10-14 directors on the Board is optimal. This approach is flexible depending on the circumstances and the qualifications of proposed candidates.

2. Number, Structure and Function of Committees   The number, structure, and function of Board Committees are reviewed periodically by the Directors and Corporate Governance Committee. The Audit Committee, Executive Compensation and Management Resources Committee, and the Directors and Corporate Governance Committee shall each have a written charter.

3. Board Meetings   The frequency and length of Board meetings are determined by the Chairman and Committee Chairs with input from the directors. Meeting schedules are approved by the full Board.

4. Agenda Items  Agenda items are determined by the Chairman and Committee Chairs with input from the directors.

5. Briefing Information  Briefing materials and other relevant information are distributed in advance of meetings.

6. Presentations by Management  Members of management report at each meeting on business and other topics of interest to the Board.

7. Executive Sessions  The non-management directors shall meet at regularly scheduled executive sessions without management. The Chair of the Board Committee responsible for the principal subject being discussed shall preside at the session.

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IBM BOARD CORPORATE GOVERNANCE GUIDELINES

8. Reports by the Committees to the Board  The Committees regularly report to the Board on their proceedings and deliberations. The Committees also bring to the Board for consideration those matters and decisions which the Committees judge to be of special significance.

9. Director Qualifications, Responsibilities, Orientation and Continuing Education  Director qualifications are reviewed by the Directors and Corporate Governance Committee and subsequently by the Board in connection with the nomination of candidates for election at the annual meeting. IBM’s business is managed under the direction of the Board of Directors. Directors are expected to invest the time and effort necessary to understand the Company’s business and financial strategies and challenges. The basic duties and responsibilities of the directors include attending Board meetings, preparing for meetings by advance review of any meeting materials and actively participating in Board discussions. Directors are also expected to make themselves available outside of Board meetings for advice and consultation. The Corporate Secretary is responsible for providing orientation materials to, and scheduling orientation sessions for, new directors. The Corporate Secretary will also work with the Chairman and Committee Chairs as necessary to periodically provide materials and other guidance that would assist directors with their continuing education.





10. Candidates  The Directors and Corporate Governance Committee identifies and evaluates proposed candidates for addition to the Board, including candidates proposed by third parties. Invitations to new directors are authorized by the Board. Individuals are selected to join the Board based on their business or professional experience, the diversity of their background, and their array of talents and perspectives.



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IBM BOARD CORPORATE GOVERNANCE GUIDELINES

11. Director Independence   The Board shall be composed of a majority of independent directors. The Audit Committee, Executive Compensation and Management Resources Committee, and Directors and Corporate Governance Committee shall be composed entirely of independent directors. The Directors and Corporate Governance Committee and the full Board annually review the financial and other relationships between the nonmanagement directors and IBM. The Directors and Corporate Governance Committee makes recommendations to the Board about the independence of non-management directors, and the Board determines whether such directors are...
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