NCR's Board of Directors is elected by the stockholders to govern the affairs of the Company. The board selects the senior management team, which is charged with the conduct of the Company's business. Having selected the senior management team, the Board acts as an adviser to senior management and monitors its performance. It reviews the Company's strategies, financial objectives and operating plans. The board also plans for management succession of the Chief Executive Officer, as well as other senior management positions, and oversees the Company's compliance efforts. To help discharge its responsibilities, the NCR Board of Directors has adopted the NCR Corporation Board of Directors Corporate Governance Guidelines on significant corporate governance issues. These guidelines address such matters as director independence, committee membership and structure, meetings and executive sessions, director selection, retirement, and training, among other things.
Stockholders or interested parties wishing to communicate directly with the Board, the independent Lead Director or any other individual director, the Chairman of the Board, or NCR’s independent directors as a group are welcome to do so by writing to the Company’s Corporate Secretary at NCR Corporation, 864 Spring Street NW, Atlanta, Georgia 30308-1007. The Corporate Secretary will forward appropriate communications. Any matters reported by stockholders relating to NCR’s accounting, internal accounting controls or auditing matters will be referred to members of the Audit Committee as appropriate. Anonymous and/or confidential communications with the Board may also be made by writing to this address.
Articles of Incorporation and Bylaws
Corporate Governance Guidelines
Tax Strategy Publications
Committee Memberships and Charters
Each Committee has approved a written charter, which has also been approved by the Board. The charter may delegate, as appropriate, certain responsibilities to the Committee. Unless delegated to the Committee either in the Charter, the Bylaws or a resolution of the Board, each Committee shall make recommendations to the Board regarding the Committee’s responsibilities, and the Board will consider whether to approve the recommendations. The Committee charters may be changed from time to time by approval of the Committee and the Board. Under the committees’ charters, only independent directors may serve on a committee.
Board Committee Memberships:
As of May 2, 2023
Chairman:Joseph E. Reece
Chief Executive Officer and Member of the Board:
Mike Hayford
Audit Committee Members:
Laura J. Sen, Chair
Gregory Blank
Kirk T. Larsen
Martin Mucci
Glenn W. Welling
Charter of the Audit Committee
Compensation and Human Resources Committee Members:
Kirk T. Larsen, Chair
Mark W. Begor
Deborah A. Farrington
Martin Mucci
Glenn W. Welling
Charter of the Compensation and Human Resrouce Committee
Committee on Directors and Governance Committee Members:
Catherine L. Burke, Chair
Mark W. Begor
Gregory Blank
Deborah A. Farrington
Georgette D. Kiser
Charter of the Committee on Director Governance
Risk Committee Members:
Georgette D. Kiser, Chair
Catherine L. Burke
Laura J. Sen
Charter of the Risk Committee
Director Independence
In connection with its Corporate Governance Guidelines, NCR's Board of Directors has established independence standards, which reflect the independence guidelines for directors under the NYSE listing standards. In general, the Board shall determine whether a director is considered independent, taking into account the following factors, in addition to those other factors it may deem relevant:
- has not been an employee of the Company or any of its affiliates, or otherwise affiliated with the Company, or any of its affiliates, within the past five years;
- has not been affiliated with or an employee of the Company’s present or former independent auditors or its affiliates for at least five years after the end of such affiliation or auditing relationship;
- has not for the past five years been a paid advisor, service provider or consultant to the Company or any of its affiliates or to an executive officer of the Company or an employee or owner of a firm that is such a paid advisor, service provider or consultant;
- does not, directly or indirectly, have a material relationship (such as being an executive officer, director, partner, employee or significant stockholder) with a company that has made payments to or received payments from the Company that exceeded, in any of the previous three fiscal years, the greater of $1 million or 2% of the other company’s consolidated gross revenues;
- is not an executive officer or director of a foundation, university or other non-profit entity receiving significant contributions from the Company, including contributions in the previous three years that, in any single fiscal year, exceeded the greater of $1 million or 2% of such charitable organization’s consolidated gross revenues;
- has not been employed by another corporation that has (or had) an executive officer of the Company on its board of directors during the past five years;
- has not received compensation, consulting, advisory or other fees from the Company, other than director compensation and expense reimbursement or compensation for prior service that is not contingent on continued service for the past five years; and
- is not and has not been for the past five years, a member of the immediate family of (i) an officer of the Company, (ii) an individual who receives or has received during any twelve-month period more than $120,000 per year in direct compensation from the Company, other than director and committee fees and pension or other forms of deferred compensation for prior service that is not contingent on continued service, (iii) an individual who, with respect to the Company’s independent auditors or their affiliates, is a current partner or a current employee personally working on the Company’s audit or was a partner or employee and personally worked on the Company’s audit, (iv) an individual who is an executive officer of another corporation that has (or had) an executive officer of the Company on its board of directors, (v) an executive officer of a company that has made payment to, or received payments from, the Company in a fiscal year that exceeded the greater of $1 million or 2% of the other company’s consolidated gross revenues, or (vi) any director who is not considered an independent director.
The Board has determined that all of the Company’s non-employee directors and nominees, namely Mark W. Begor, Gregory R. Blank, Catherine L. Burke, Deborah A. Farrington, Georgette D. Kiser, Kirk T. Larsen, and Martin Mucci are independent in accordance with the NYSE listing standards and the Company’s Corporate Governance Guidelines.
Securities Transactions
Securities and Exchange Commission filings disclosing transactions in NCR securities by the Company's Directors and Officers can be viewed by visiting our SEC filings.
Contact Corporate Governance
Please choose one of the below listed options to report complaints about NCR's accounting, internal accounting controls or auditing matters or other concerns to NCR or the Audit Committee of its Board of Directors.
1. Call the NCR AlertLine to report matters anonymously. Within the United States, the NCR AlertLine number is 1-888-256-5678; outside the United States, the NCR AlertLine can be accessed by calling AT&T Direct. If you don't know the AT&T Direct number in your country, call your international operator and ask for AT&T Direct. Once you have accessed AT&T Direct, dial 888-256-5678.
2. Write the NCR Corporate Secretary at 864 Spring Street NW, Atlanta, GA 30308, who will forward any communications as directed. You can report your concerns anonymously (by not including your name and/or contact information) or confidentially (by marking the envelope of your communication as "Confidential").
Reported matters relating to NCR's accounting, internal accounting controls or auditing matters will be referred to members of the Audit Committee as appropriate. Reports of misconduct, including those made anonymously, will be investigated and feedback will be provided when appropriate.
The law provides protection against retaliatory termination or adverse employment action by NCR, and its officers, associates and agents, against any employee who (i) provides information to a supervisor, the federal government or Congress that the employee reasonably believes relates to federal securities or anti-fraud violations, or (ii) files, testifies, participates in, or otherwise assists in any actions involving conduct that the employee reasonably believes relates to federal securities or anti-fraud violations. NCR will not condone reprisals against people who report suspected violations in good faith, and their identities will be protected to the maximum extent possible consistent with law and NCR policy.
Other Communications with the Board of DirectorsShareholders wishing to communicate directly with the Board of Directors, any individual director or NCR non-management directors as a group regarding NCR business operations, conduct or other matters relating to the Company are welcome to do so by writing the Corporate Secretary of NCR at 864 Spring Street NW, Atlanta, GA 30308, who will forward any communications as directed. Communications may be made anonymously and/or confidentially as indicated above.