Corporate Governance Guidelines (as Amended February 20, 2025)
The following Corporate Governance Guidelines have been adopted by the Board of Directors (the “Board”) of Xerox Holdings Corporation (the “Company”) to assist the Board in the exercise of its responsibilities. These Corporate Governance Guidelines shall be reviewed by the Board, through the Corporate Governance Committee, on an annual basis and are subject to modification from time to time by the Board acting by a majority of the independent directors as determined under these Corporate Governance Guidelines. Waivers of these Corporate Governance Guidelines may be made by the Board or the Corporate Governance Committee only.
The Board
Role of Directors
The business of the Company is managed under the direction of the Board. The Board's responsibility is to regularly monitor the effectiveness of management policies and decisions including the creation and execution of its strategies. The Board is also responsible for monitoring the establishment and enforcement of procedures designed to ensure that the Company's management and employees operate in a legal and ethically responsible manner. When it is appropriate or necessary, it is the Board's responsibility to remove the Chief Executive Officer and to select his or her successor.
Selection of the Chairman of the Board
The Board does not require the separation of the offices of the Chairman of the Board and the Chief Executive Officer. The Board shall be free to choose its Chairman in any way that it deems best for the Company at any given point in time. The Board will appoint a Lead Independent Director if the Chairman is not an independent, non-employee Director. See “Lead Independent Director” below.
Size of the Board
The Company’s bylaws provide that the number of Directors shall not be less than 5 or more than 21. In recent years the Board has had between 7 and 12 Directors, which the Board has determined is an adequate size. This range permits a diversity of experiences without hindering effective discussion or diminishing individual accountability.
Independence of the Board
The Board is comprised of a substantial number of Directors who qualify as independent Directors. In no case is the number of Independent Directors to be less than a majority of Directors. For a Director to be independent, the Board must affirmatively make a determination that such director does not have any material relationship with the Company or any of its subsidiaries, taking into account all applicable regulatory requirements (including the requirements set forth in Nasdaq Marketplace Rule 5600 and Regulation S-K).
In making these determinations, the Corporate Governance Committee as well as the Board annually review the relationships that each Director has with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company). Following this review, only those Directors who the Board affirmatively determines have no material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company) will be considered independent Directors under such standards, law or regulation and such categorical standards.
Board Membership Criteria
The ultimate responsibility for the selection of new Directors resides with the Board. The identification, screening and recommendation process has been delegated to the Corporate Governance Committee, which reviews candidates and annually recommends a slate of Directors for approval by the Board and election by the shareholders.
The Board requires that a substantial number of the Board should be independent. Any management representation should be limited to top Company management. Nominees for Director are selected on the basis of, among other things, broad perspective, integrity, independence of judgment, experience, expertise, ability to make independent analytical inquiries, understanding of the Company’s business environment and willingness to devote adequate time and effort to Board responsibilities. Members should represent diverse business and other relevant backgrounds and bring a variety of experiences and perspectives to the Board.
Other Company Directorships
The Company does not have a policy limiting the number of other company boards of directors upon which a Director may sit. However, the Corporate Governance Committee shall consider the number of other company boards and other boards (or comparable governing bodies) on which a prospective nominee is a member.
Directors are expected to advise the Chairman of the Board and the Chairperson of the Corporate Governance Committee in advance of accepting any other company directorship or any assignment to the audit committee or compensation committee of the board of directors of any other company.
Change in position of Director
Any Director whose principal occupation or business or relevant personal activities changes substantially after election to the Board will be expected to submit their resignation as a Director for consideration by the Corporate Governance Committee and the Board. The Corporate Governance Committee will review with the Board the effects of this change upon the interests of the Company and recommend to the Board whether to accept the resignation. Directors who are also Company employees are expected to offer their resignation from the Board at the same time they leave active employment with the Company, which shall be subject to acceptance by the Board.
Retirement Age
It is the general policy of the Board that Directors will not stand for re-election after reaching age 75. However, the Board may determine to waive this policy in individual cases.
Term Limits
The Board does not believe it should establish term limits because Directors who have developed increasing insight into the Company and its operations over time provide an increasing contribution to the Board as a whole.
As an alternative to term limits, the Corporate Governance Committee, in conjunction with the Chairman of the Board, will formally annually review each Director's continuation on the Board.
Board Compensation
Employee Directors receive no additional compensation for their Board service.
The Company believes that compensation for non-employee Directors should be competitive and should encourage increased ownership of the Company’s stock through the payment of a portion of Director compensation in Company stock or similar compensation. The Corporate Governance Committee will periodically review the level and form of the Company's non-employee Director compensation, including how such compensation compares to director compensation of companies of comparable size, industry and complexity. Changes to Director compensation will be proposed to the full Board for consideration.
No member of the Audit Committee may receive, nor any of his or her immediate family may receive, directly or indirectly, any compensation from the Company other than (a) fees paid to directors for service on the Board, (b) additional fees paid to directors for service on a committee of the Board (including the Audit Committee) and/or for serving as the chairperson of such a committee, (c) a pension or other deferred compensation for prior service that is not contingent on future services on the Board and (d) de minimis fringe benefits offered to all Directors.
Director Share Ownership Requirement
All non-employee Directors are expected to establish meaningful equity ownership in the Company, which shall be equal in value to three times the annual Board cash retainer. This ownership requirement shall be achieved within three years of the initial date of election as Director and may be achieved by a Director holding Restricted Stock Units, Deferred Stock Units or a combination of both.
Board Access to Management, other Employees and Advisors
Board members have complete access to the Company's senior management and other employees. Board members have the authority to obtain advice and assistance from outside legal, accounting or other advisors of their own choosing, at the expense of the Company.
Board Interaction with Interested Parties
The Board believes that management generally should speak for the Company. Any inquiries intended for the non-management Directors should be directed to the Chairperson of the Corporate Governance Committee, c/o Xerox Holdings Corporation, Corporate Secretary, 201 Merritt 7, Norwalk, CT 06851.
Board Orientation and Continuing Education
The Company has an orientation process for new Directors to familiarize them with the Company's business, strategic plans, significant financial, accounting and risk management issues, compliance programs, conflicts policies, code of business conduct and business ethics and corporate governance guidelines. This process includes review of background materials and meetings with senior management. Each Director is expected to participate in continuing educational programs in order to maintain the necessary level of expertise to perform his or her responsibilities as a Director.
Self-Evaluation by the Board
The Corporate Governance Committee will sponsor an annual self-assessment of the Board's performance as well as the performance of each committee of the Board, the results of which will be discussed with the full Board and each committee. The assessment will include a review of any areas of improvement. The Corporate Governance Committee will also utilize the results of this self-evaluation process in assessing and determining the characteristics and critical skills required of prospective candidates for election to the Board and making recommendations to the Board with respect to assignments of Board members to various committees.
Approval of Certain Related Person Transactions
The Corporate Governance Committee shall administer the Company’s Related Person Transactions Policy. Pursuant to such policy, the Corporate Governance Committee shall review and approve or ratify any “related person transaction” that is required to be disclosed as such under the SEC rules in the Company’s proxy or information statement. Any member of the Corporate Governance Committee that is a “related person” with respect to any such transaction, shall not participate in the review and approval or ratification of such transaction, but may provide information relating thereto if requested by the Corporate Governance Committee.
Conflicts of Interest
Directors are expected to avoid any action, position or interest that are inconsistent with the interests of the Company or gives the appearance of a conflict. A conflict of interest may also arise when a director, or member of his or her immediate family (as defined in Item 404(a) of Regulation S-K), receives improper personal benefits as a result of his or her position as a director of the Company. If an actual or potential conflict of interest develops, the Director should immediately report all facts regarding the matter to the Chairman of the Board and the Chairman of the Corporate Governance Committee. If a Director has a personal interest in a matter before the Board, then the Director must disclose the interest to the Board, excuse himself or herself from discussion on the matter, and not vote on the matter. In certain circumstances, a conflict that cannot be resolved may require the resignation of the Director.
Board Meetings
Frequency of Meetings
There are 5 regularly scheduled meetings of the Board each year with at least one regularly scheduled meeting of the Board held each quarter.
Directors are expected to spend the time and effort necessary to properly discharge their responsibilities. Accordingly, a Director is expected to regularly attend meetings of the Board and committees on which he or she sits, and to review prior to meetings material distributed in advance for such meetings. A Director who is unable to attend a Board or Committee meeting is expected to notify the Secretary of the Company who will advise the Chairman of the Board and/or the Chairperson of the relevant Committee. All Directors are expected to attend the Company’s Annual Meeting of Shareholders.
Board Meetings Agenda and Distribution of Materials
A Master Agenda setting forth a general agenda of items to be considered by the Board at each of its regular meetings during the year is prepared annually. The Chairman of the Board may adjust the agenda to include special items not contemplated during the initial preparation of the annual Master Agenda. Board members are invited to suggest inclusion of items on the agenda and are free to raise subjects that are not specifically on the agenda.
Information and materials that are important to the Board's understanding of the agenda items and other topics to be considered at a Board meeting are to be distributed sufficiently in advance of the meeting to permit prior review by the Directors. The Directors are expected to review such material prior to the meeting. Sensitive subject matters may be discussed at a meeting without written materials being distributed to directors in advance or at the meeting.
Lead Independent Director
During such period when the Company does not have an independent, non-employee Chairman of the Board, the independent Directors will appoint one of the independent Directors to serve as Lead Independent Director until the earlier of such time as his or her successor as Lead Independent Director is appointed or an independent, non-employee Chairman of the Board is elected. Each regularly scheduled Board meeting includes an executive session of all Directors and the CEO and, a separate executive session of just the Directors who are independent as determined under these Corporate Governance Guidelines.
The Lead Independent Director coordinates the activities of the other non-management Directors and performs such other duties and responsibilities as the Board may determine. The specific responsibilities of the Lead Independent Director include: presiding at executive sessions of the independent Directors; calling special meetings of the independent Directors, as needed; addressing individual Board member performance matters, as needed; and serving as liaison on Board-wide issues between the independent Directors and the Chief Executive Officer, as needed.
Attendance of Senior Management Personnel at Board Meetings
The Board expects the regular attendance at each of its meetings of non-Board members who are in the most senior management positions of the Company. In addition, the General Counsel and Corporate Secretary regularly attend Board meetings. Should the Chief Executive Officer want to add additional people as attendees on a regular basis, it is expected that this suggestion would be made to the Board for its concurrence.
Committee Matters
Number of Board Committees
The Company has four standing committees: Audit, Compensation and Human Capital, Corporate Governance and Finance. The purpose and responsibilities for each of these committees is outlined in committee charters adopted by the Board. The Board may, from time to time, form a new committee or, subject to applicable law and stock exchange listing rules, disband a current committee depending on circumstances. In addition, the Board may determine to form ad hoc committees from time to and determine the composition and areas of competence of such committees.
Assignment and Rotation of Committee Members
The Corporate Governance Committee is responsible, after consultation with the Chairman of the Board, for making recommendations to the Board with respect to the assignment of Board members to various committees. After reviewing the Corporate Governance Committee's recommendations, the Board is responsible for appointing the Chairman and members to the committees no less than annually.
The Corporate Governance Committee annually reviews the Committee assignments and considers the rotation of the Chairperson and members with a view toward balancing the benefits derived from continuity against the benefits derived from the diversity of experiences and viewpoints of the various Directors.
Each of the Audit, Compensation and Human Capital and Corporate Governance Committees is composed entirely of independent Directors satisfying applicable legal, regulatory and stock exchange requirements necessary for an assignment to any such committee.
Committee Meetings
The Chairperson of each committee, in consultation with the committee members, will determine the frequency and length of the committee meetings consistent with any requirements set forth in the committee’s charter. The Chairperson of each committee, in consultation with the appropriate members of the committee and management, will develop the committee’s agenda. The schedule for each committee will be furnished to all Directors.
Leadership Development
Selection of the Chief Executive Officer
The Board is responsible for identifying potential candidates for, and selecting, the Company's Chief Executive Officer. In identifying potential candidates for and selecting the Company's Chief Executive Officer, the Board considers, among other things, a candidate's experience, understanding of the Company’s business environment, leadership qualities, knowledge, skills, expertise, integrity, and reputation in the business community.
Evaluation of Chief Executive Officer
The Compensation and Human Capital Committee is responsible for evaluating the Chief Executive Officer’s performance on an annual basis, including setting performance measures and targets and determining future development needs for the Chief Executive Officer. The Committee shall establish the process for the annual evaluation and shall review the process with the Board each year. As part of the annual evaluation, the Chair of the Committee shall elicit the individual assessments of the non-management Directors. The Chair of the Committee and, as applicable, the independent, non-employee Chair of the Board or the Lead Independent Director, will meet with the Chief Executive Officer to discuss the results of the assessments.
Succession Planning
The Board shall plan for the succession to the position of the Chief Executive Officer and other senior management positions. To assist the Board, the Chief Executive Officer shall conduct an annual succession planning session with the Board at which an assessment of senior managers will be conducted including their potential to succeed the Chief Executive Officer and other senior management positions.
The Board shall determine that a satisfactory system is in effect for education, development, and orderly succession of senior and mid-level managers throughout the Company.
Policies and Guidelines
Copies of the current version of these Corporate Governance Guidelines, the Company's Code of Business Conduct and Ethics for Members of the Board of Directors, the Company's Ethics Policy and Finance Code of Conduct for employees and officers and the charter of each key committee of the Board shall be posted on the Company's website.