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Director Qualification Guidelines

To be considered as a Director of Perot Systems Corporation, a candidate should have the following characteristics, which are subject to evaluation by the Board:

  • The highest personal and professional ethics, integrity and values.
  • Broad-based skills and experience at an executive, policy-making level in business, government or technology areas relevant to Perot Systems’ activities.
  • A global business perspective.
  • A willingness to devote sufficient time to become knowledgeable about Perot Systems’ business and to carry out his or her duties and responsibilities effectively.
  • A commitment to serve on the Board for five years or more at the time of his or her initial election.
  • Service on no more than two boards of public companies in addition to the board of the company by which they are primarily employed or serve as Chairman, unless approved by the Board.  In addition, if the candidate is to be considered for service on Perot Systems’ audit committee, the candidate should not serve on the audit committee for more than two other public companies, unless approved by the Board.   
  • Between the ages of 40 and 70, at the time of his or her initial election.

 

To be considered as a “financial expert,” a candidate must have the following additional characteristics:

  • An understanding of generally accepted accounting principles and financial statements;
  • The ability to assess the general application of such principles in connection with the accounting for estimates, accruals and reserves;
  • Experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by Perot Systems’ financial statements, or experience actively supervising one or more persons engaged in such activities;
  • An understanding of internal controls and procedures for financial reporting; and
  • An understanding of audit committee functions.

 

A person shall have acquired such attributes through:

  • Education and experience as a principal financial officer, principal accounting officer, controller, public accountant or auditor or experience in one or more positions that involve the performance of similar functions;
  • Experience actively supervising a principal financial officer, principal accounting officer, controller, public accountant, auditor or person performing similar functions;
  • Experience overseeing or assessing the performance of companies or public accountants with respect to the preparation, auditing or evaluation of financial statements; or
  • Other relevant experience.

 

The following characteristics are desired in a candidate to serve as a Director of Perot Systems:

  • Experience in the information technology or business process outsourcing industry.
  • Experience in financial services, health care, industrial or government sector.
  • Experience as a director or executive officer of a large public company.
  • Experience as an independent public accountant.
  • Significant academic experience in a field of importance to Perot Systems.
  • Recent experience in an operating role at a large company.