Investor relations

    Committee charting

    The Perspecta Board of Directors has three standing committees: the audit committee, the compensation committee and the nominating/corporate governance committee. The authority and responsibilities of each committee are set forth in its charter.

    Each director serving on these three committees must be “independent” for purposes of Perspecta’s Corporate Governance Guidelines. In addition:

    • Each audit committee member must be “independent” for purposes of the rules and regulations of the New York Stock Exchange and the U.S. Securities and Exchange Commission relating to audit committees, and must be financially literate. No member of the audit committee may simultaneously serve on the audit committees of more than three other public companies unless the board determines that such simultaneous service would not impair the member’s ability to effectively serve on the audit committee, which determination must be disclosed in Perspecta’s proxy statement. In addition, the company must disclose whether at least one member of the audit committee is an “audit committee financial expert.”


    • Each audit committee, compensation committee and nominating corporate governance member must be a “non-employee director” for purposes of Rule 16b-3 promulgated under the Securities Exchange Act of 1934, and an “outside director” for purposes of Section 162(m) of the Internal Revenue Code.

    The board has determined that:

    Each director who is a member of a committee satisfies all the requirements for membership on that committee; and all members of the audit committee are qualified as an “audit committee financial expert” for purposes of the rules of the U.S. Securities and Exchange Commission.