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Request for Director Intentions to Stand for
Re-election
(April 5, 2005)
Copied below is the text of an April 5,
2005 letter to the members of the Computer Associates board, asking whether
those who were responsible for management during the period of acknowledged
misconduct intend to follow the conventional practice of leaving the board now
that new leadership is in place.
As stated in the letter, the directors’
advice is being sought so that efficient plans can be developed for the CA
Forum’s review of board nominees to be considered at the approaching annual
meeting of shareholders. If a director intends to leave the board, the Forum
would not need to devote resources to a review of that individual's past
performance.
The letter’s reference to the period of
misconduct until April 2004 is based on the company's acknowledgement in the
September 22, 2004 “Deferred Prosecution Agreement” and its Exhibit B
“Information.” These documents can be downloaded from the following links:
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[letterhead]
LUTIN & COMPANY
575 Madison Avenue
New York, New York 10022
Telephone (212) 605-0335
Facsimile (212) 605-0325
April 5, 2005
By telecopier: 631/342-3300
Mr. Russell M. Artzt
Mr. Kenneth D. Cron
Mr. Alfonse M. D'Amato
Mr. Gary J. Fernandes
Mr. Robert E. La Blanc
Mr. Jay W. Lorsch
Mr. William E. McCracken
Mr. Lewis S. Ranieri
Mr. Walter P. Schuetze
Mr. John Swainson
Ms. Laura S. Unger
Computer Associates International, Inc.
One Computer Associates Plaza
Islandia, New York 11749
To the members of the board:
As you may know, the current CA Forum program was initiated to
focus on the information needed by shareholders to select and monitor the
company’s board, specifically addressing the past performance of each
incumbent director nominated for re-election in 2005.
I will therefore appreciate the advice of each director who was
responsible for CA’s management during the period of acknowledged
misconduct, until April 2004,
regarding his intention to follow the conventional practice of leaving the
board now that new leadership is in place. Since there would be no need for
the CA Forum to review the past performance of directors who are considered
transitional – either declining to stand for re-election or planning to step
down as replacement directors are recruited over the next year or two –
knowing which directors require attention will help us plan a more efficient
process.
I look forward to receiving your advice and thank you, in
advance, for your cooperation.
Sincerely yours,
Gary Lutin
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