Corporate Governance

Novell is managed under the direction of the Board of Directors, whose purpose is to maximize long-term economic value for our stockholders by responsibly addressing the concerns of our employees, business partners, the communities and governments where Novell has operations and does business, and the public at large. In fulfilling its duties, the Board and its committees oversee the corporate governance of Novell, oversee and advise management in developing our financial and business goals, oversee our public disclosures and the processes behind them, and evaluate management's performance in pursuing and achieving those goals.

The following is a list of topics that are addressed on this Web page:

• Board Committees
• Codes of Ethics
• Reporting Questionable Accounting or Auditing Matters
• Procedures for Contacting Directors
• Procedures for Making Nominations

Board Committees

The following provides an overview of the membership and responsibilities of all of the committees of the Board of Directors.

Audit Committee
Fred Corrado, Chairperson Albert Aiello Richard L. Crandall Claudine B. Malone		Oversee accounting and financial reporting processes and audits of the financial statements review judgments and decisions affecting financial statements review all financial data to be released Monitor compliance with applicable laws and regulations and review significant cases of misconduct Oversee internal controls and procedures Oversee disclosure controls and procedures Oversee implementation of the Code of Business Ethics Oversee internal audit function Oversee independent auditors appoint and approve compensation pre-approve permitted services evaluate performance monitor independence
Compensation Committee
John W. Poduska, Sr., Chairperson Richard L. Nolan Claudine B. Malone Thomas G. Plaskett		Establish overall compensation philosophies Evaluate management performance and development Recommend compensation for CEO and set compensation for executives consider industry benchmarks establish and administer performance goals Establish compensation program for employees Recommend director compensation Administer employee benefit and incentive plans Administer stock option and other equity-based plans Review management development and succession policies
Corporate Governance Committee
Thomas G. Plaskett, Chairperson Kathy Brittain White John W. Poduska, Sr.		Establish criteria for the selection of directors and recommend Board nominees conduct searches for prospective directors review candidates recommended by stockholders Recommend committee membership Oversee corporate governance review committee charters review codes of ethics for executives, employees and directors Review director independence Board and committee evaluation and development Recommend director compensation Oversee succession planning

Codes of Ethics

We have adopted two codes of ethics, each designed to promote our employees, executives and directors to act with the highest integrity.

Code of Business Ethics. We review and update our Code of Business Ethics annually. The purpose of the Code is to convey the basic principles of business conduct expected of all Novell officers and employees, including our Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer, Controller and other senior financial personnel performing similar functions. We require every officer and employee to review the Code at least once a year and to submit a report to the Novell Ethics Officer (i) stating that the employee has read and understands the Code, (ii) reporting any conflicts of interest the employee may have, (iii) agreeing to comply with all of Novell's policies and (iv) reporting any suspected violations of the Code or Novell's policies referenced in the Code by the employee or other employees. In support of the Code, we have provided our employees with numerous avenues for the reporting of ethics violations or other similar concerns, including the required employee reports and an anonymous telephone hotline. The Audit Committee monitors the implementation and enforcement of the Code. The Code meets the definition of "code of ethics" under the rules and regulations of the SEC. View a copy of the Code.

Non-Employee Director Code of Ethics. The Board of Directors has established the Non-Employee Director Code of Ethics. The purposes of the Director Code are to focus directors on areas of ethical risk relating to their role as director, provide guidance to help them recognize and deal with ethical issues, provide mechanisms for the report of unethical conduct and foster a culture of honesty and accountability among directors. Each director is required to review the Director Code at least once a year and to submit a report to certify that he or she is in full compliance. View a copy of the Director Code.

Reporting Questionable Accounting or Auditing Matters

The Audit Committee has adopted procedures for its receipt, retention, and treatment of concerns and complaints regarding accounting, internal controls, or auditing matters. The Audit Committee encourages, but does not require, that anyone making a submission supply his or her contact information to facilitate follow-up, clarification and assistance with investigation of the concern or complaint. Novell does not permit retaliation or discrimination of any kind against employees for any complaints submitted in good faith. If you need to report any concerns regarding accounting or auditing matters at Novell, click here.

Procedures for Contacting Directors

The Board of Directors has established a process for stockholders to send communications to the Board. Stockholders may communicate with the Board generally or a specific director at any time by writing to Novell's General Counsel, 404 Wyman Street, Waltham, Massachusetts 02451. The General Counsel reviews all messages received, and forwards any message that reasonably appears to be a communication from a stockholder about a matter of stockholder interest that is intended for communication to the Board. Communications are sent as soon as practicable to the director to whom they are addressed, or if addressed to the Board generally, to the Chairman of the Corporate Governance Committee. Because other appropriate avenues of communication exist for matters that are not of stockholder interest, such as general business complaints or employee grievances, communications that do not relate to matters of stockholder interest are not forwarded to the Board. The General Counsel has the right, but not the obligation, to forward such other communications to appropriate channels within Novell.

Procedures for Making Nominations

The Corporate Governance Committee considers recommendations for director nominees from a wide variety of sources, including members of our Board, business contacts, community leaders, third-party advisory services and members of management. The Corporate Governance Committee also considers stockholder recommendations for director nominees that are properly received in accordance with our Bylaws and applicable rules and regulations of the SEC.

The Board believes that all of its directors should have the highest personal integrity and have a record of exceptional ability and judgment. The Board also believes that its directors should ideally reflect a mix of experience and other qualifications. There is no firm requirement of minimum qualifications or skills that candidates must possess. The Corporate Governance Committee evaluates director candidates based on a number of qualifications, including their independence, judgment, leadership ability, expertise in the industry, experience developing and analyzing business strategies, financial literacy, risk management skills, and, for incumbent directors, his or her past performance. In making its recommendations, the Corporate Governance Committee seeks out outstanding talent among minority groups and women.

Stockholders wishing to bring a nomination for a director candidate before a stockholders meeting must give written notice to Novell's Secretary, either by personal delivery or by United States mail, postage prepaid. The stockholder's notice must be received by the Secretary not later than sixty days prior to the first anniversary of the date on which notice of the prior year's annual meeting was first mailed to stockholders. The stockholder's notice must set forth all information relating to each person whom the stockholder proposes to nominate that is required to be disclosed under applicable rules and regulations of the SEC, including the written consent of the person proposed to be nominated to being named in the proxy statement as a nominee and to serving as a director if elected. The stockholder's notice must also set forth as to the stockholder making the nomination and the beneficial owner, if any, on whose behalf the nomination is made (i) the name and address of such stockholder and of such beneficial owner as they appear on Novell's books, and (ii) the class and number of shares of Novell stock that are owned of record by such stockholder and beneficially by such beneficial owner.

The Corporate Governance Committee initially evaluates a prospective nominee on the basis of his or her resume and other background information that has been made available to the Committee. A member of the Corporate Governance Committee will contact for further review those candidates who the Committee believes are qualified, who may fulfill a specific board need and who would otherwise best make a contribution to the Board. If, after further discussions with the candidate, and other further review and consideration as necessary, the Corporate Governance Committee believes that it has identified a qualified candidate, it will make a recommendation to the Board.

Director Stock Ownership Requirements

Novell has established a stock ownership requirement for non-employee members of the Board so as to more closely align the financial interests of the members of the Board with the interests of Novell’s stockholders. Each participant must own an amount of Novell common stock equal to three times the cash annual board retainer that is payable to each non-employee member of the Board. Participants have a total of five years to achieve their total stock ownership requirement, and interim ownership requirements must also be met. Click “here” for a full overview of Novell's Non-Employee Director Stock Ownership Program.