CA Implements New Corporate Governance Policies

The company's independent directors named Lewis Ranieri, former vice chairman of Salomon Brothers, as the first lead independent director. Ranieri joined CA's board in June.

The independent directors will annually elect a director to the position, CA said.

"The adoption of these principles is another important step CA has taken to ensure that we meet the highest corporate governance standards of today and tomorrow," said Charles Wang, chairman of CA, Islandia, NY, in a statement.

In his new role, Ranieri will serve as a spokesman on behalf of the independent directors and act to facilitate their communication with each other and with CA management, CA said.

The new policies also call for CA to compensate independent directors with a combination of stock and stock options "in order to align director incentives with shareholder interests," CA said.

In addition, the board set a 12-member limit for itself and stipulated that no more than three members could be part of the company's management team. In addition, non-management directors must meet New York Stock Exchange guidelines for independence.

CA credited Director Jay Lorsch, a corporate governance expert who joined the board in March, with recommending the new policies.

The company has faced criticism for its corporate governance policies from Ranger Governance, the Dallas-based investment firm founded by entrepreneur Sam Wyly that last summer launched an unsuccessful proxy bid for seats on CA's board.

Ranger has also called for new board members and for more independence from management's views among board members.

In March, Ranger sent a letter to CA's board calling for the ouster of Wang, President and CEO Sanjay Kumar, and CFO and Senior Vice President of Finance Ira Zar, accusing the management team of lacking integrity and failing to perform.

The board responded by voicing its support for the executives.