Committees & Membership

(as of September 2007)

Each member of the Unisys Board of Directors is independent with the exception of President and CEO Joe McGrath. The independence of outside directors is reviewed annually by the Nominating & Corporate Governance Committee. Following this review, only those directors who meet the independence qualifications prescribed by the New York Stock Exchange and who the Unisys Board of Directors affirmatively determines have no material relationship with the company will be considered independent.

Committee Membership

C = Chairman
M = Member
* The Board has determined these members to be audit committee financial experts as defined by the SEC.

Committee Descriptions

The Audit Committee assists the Board in its oversight of the integrity of the company’s financial statements and its financial reporting and disclosure practices, the soundness of its systems of internal financial and accounting controls, the independence and qualifications of its independent auditors, the performance of its internal and independent auditors, the company’s compliance with legal and regulatory requirements and the soundness of its ethical and environmental compliance programs.

The Compensation Committee oversees the compensation of the company’s executives, the company’s executive management structure, the compensation-related policies and programs involving the company’s executive management and the level of benefits of officers and key employees.  It also oversees the company’s diversity programs.

The Finance Committee oversees the company’s financial affairs, including its capital structure, financial arrangements, capital spending and acquisition and disposition plans.  It also oversees the management and investment of funds in the pension, savings and welfare plans sponsored by the company.

The Nominating and Corporate Governance Committee identifies and reviews candidates and recommends to the Board of Directors nominees for membership on the Board of Directors.  It also oversees the company’s corporate governance.  In identifying candidates for Board membership, the Nominating and Corporate Governance Committee considers a number of factors including independence, experience, strength of character, mature judgment, technical skills, diversity, age and the extent to which the individual would fill a present need on the Board.