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Governance & Integrity

Corporate Governance

GOVERNANCE GUIDELINES

Our Corporate Governance Guidelines provide a framework for effective governance at EMC. The guidelines address many areas, including selection criteria for Board members, lead director responsibilities, selection and evaluation of the CEO, management succession planning, and assessment of Board performance.

GOVERNANCE STRUCTURE

EMC recognizes that corporate governance is only as strong as the board of directors behind it. We are fortunate to have a highly experienced, well-informed, and fully engaged Board.

We currently have 11 Board members, nine of whom are independent as defined in our Categorical Standards of Independence and the listing standards of the New York Stock Exchange. We require each Board member to stand for election annually, and have adopted a majority vote standard for the election of directors. In August 2012, after a broad and extensive search, the Board of Directors elected Jami Miscik to the Board.

The EMC® Board of Directors has established five standing committees:

  • Audit Committee
  • Corporate Governance and Nominating Committee (“Governance Committee”)
  • Finance Committee
  • Leadership and Compensation Committee
  • Mergers and Acquisitions Committee

The Audit, Governance, and Leadership and Compensation Committees consist entirely of independent directors.

BOARD LEADERSHIP

Our bylaws and Corporate Governance Guidelines permit the roles of chairman and CEO to be filled by the same or different individuals. The Board believes that EMC and its shareholders are best served at this time by having Joe Tucci serve as our chairman and CEO, and David N. Strohm, an independent director, serve as our lead director. The Board believes a lead director is an integral part of our Board structure and facilitates the effective performance of the Board in its role of providing governance and oversight. The active involvement of the independent directors, combined with the qualifications and significant responsibilities of our Lead Director, promote strong, independent oversight of EMC’s management and affairs.

In September 2012, the company announced that, at the Board’s request, Mr. Tucci would remain with EMC through at least February 2015, and that he expects to transfer the CEO role prior to such date while remaining chairman at both EMC and VMware®.

SUSTAINABILITY OVERSIGHT

The Governance Committee, as specified by its charter, is responsible for overseeing our sustainability efforts. The Governance Committee meets regularly with the chief sustainability officer throughout the year. To learn more, visit Environmental Strategy.

CONTACTING THE BOARD

To enable open communications, we provide various means for shareholders and other interested parties to contact the non-management directors, the Audit Committee, and the Leadership and Compensation Committee. The Board strives to provide clear, candid, and timely responses to any substantive communication it receives. To build constructive, informed relationships with shareholders and encourage transparency and accountability, directors may also be available for dialogue with shareholders from time to time, as appropriate. During 2012, members of the Board and EMC management met and engaged with stakeholders on a variety of topics. To learn more, visit Stakeholder Engagement.

EMC Recognized for Innovative Disclosure of Sustainability Practices

EMC is proud to have been recognized by Corporate Secretary in 2012 for our approach to disclosing the company’s sustainability practices and performance. EMC was a finalist in the Corporate Governance Awards category for Most Innovative CSR Disclosure Policy. Corporate Secretary is a leading publication for governance, risk, compliance, and ethics professionals.

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