"These two actions indicate the confidence CA's board of directors and senior management has in the company's ability to grow and deliver shareholder value," CEO John Swainson said.

Additionally, Islandia, N.Y.-based CA announced that its board of directors has elected Cognos (COGN:Nasdaq) Chairman Ron Zambonini as a new independent director. His election expands CA's board to 12 members.

Earlier in the day, CA reaffirmed its fourth-quarter pro forma guidance but said a tax charge will knock 6 cents off the bottom line.

The annual return to shareholders from the new dividend program is expected to be about $90 million.

Taken in sum, the actions seem to be part of a charm offensive aimed at convincing the Justice Department that it should not prosecute the company, and convincing investors that it is time to buy the management software maker's underperforming stock.

CA was deeply shaken by an accounting scandal that last year led to the resignation and subsequent indictment of CEO Sanjay Kumar and other top executives. A settlement mandated CA, under threat of prosecution, to add more independent directors and take other measures to clean up its act.

"This is what they promised to do. I'm glad they did," said Gary Lutin, an investment banker who has led a CA shareholder forum for some time. Asked about the role of CEO John Swainson, Lutin said that he seems "capable of providing the kind of effective new leadership CA needs. Whether he is able to do so or not, depends on the decisions of the [holdover] directors to relieve him of the burdens and constraints of the company's past."

Lutin was referencing an earlier letter he had sent to the board wondering if it would follow "conventional practice and resign."

Board member Laura Unger, in a notable move, withdrew from the board's newly formed special litigation committee after lawyers for dissident shareholder Sam Wyly criticized her ties to CA director and former U.S. Sen. Alfonse D'Amato. First reported in Newsday, Unger's withdrawal was confirmed by William Brewer, lawyer for dissident shareholder Sam Wyly.

Brewer says it will take another three quarters or so to know if the company is headed in the right direction, adding that "they still have board members fighting desperately to hold on." Like Lutin, Wyly wants to see all of the directors who were on the board during Kumar's reign step down.

Shares of CA closed the regular session up 42 cents, or 1.5%, to $27.65; after hours they were recently up 22 cents to $27.87.

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