Corporate Governance Guidelines-FIRST DATA

Overview: The Board of Directors, which is elected by the shareholders, is the ultimate decision-making body of First Data, except with respect to matters reserved to the shareholders. The primary function of the Board of Directors is therefore oversight - defining and enforcing standards of accountability that enable executive management to execute their responsibilities fully and in the interests of shareholders. In discharging their responsibilities, Directors must exercise their business judgment to act in a manner that they believe in good faith is in the best interests of First Data and its shareholders. The Board believes that independent outside directors should constitute a majority of the Board of Directors. It is the sense of the Board that when a Director's principal occupation or business association changes substantially from the position he or she held when originally invited to join the Board, the Director shall tender a letter of resignation to the Corporate Governance Committee. The Board currently has five Committees: the Audit Committee, the Compensation and Benefits Committee, the Corporate Governance Committee, the Executive Committee, and the Oversight Committee. The Board has ultimate responsibility for determining the goals and objectives of First Data and of the Chief Executive Officer as well as evaluating the performance of First Data and the Chief Executive Officer relative to those goals and objectives. All shareholder meeting proxies, ballots and voting records that identify the particular vote of a shareholder should be confidential.

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Format: HTML | Date: Jan 2003 | Pages: 1