Corporate Governance Fact Sheet

Director Independence

Number of Independent Directors (out of 13 total directors) 11
Separate Chairman & CEO Yes
Lead Independent Director Yes
Mandatory Retirement Age 72

Director Elections

Annual Board Elections Yes
Directors Elected by Majority of Votes Cast in Uncontested Election Yes

Board Meetings

Number of Board Meetings Held in Fiscal 2009 10
Independent Directors Hold Meetings Without Management Present Yes

Board Committees

Independent Audit Committee Yes
Number of Audit Committee Financial Experts 4
Independent Compensation Committee Yes
Independent Nominating and Corporate Governance Committee Yes
Independent Finance Committee Yes
Ethics and Corporate Responsibility Committee Yes

Published Governance Policies and Practices

Corporate Governance Guidelines Approved by the Board Yes
Standards of Business Conduct and Ethics Yes
Charters for Board Committees Yes
Charter for Lead Independent Director Yes

Evaluating and Improving Board Performance

Annual Board Self-Evaluation Required Yes
Annual Review of Independence of Board Yes
Key Committee Self Evaluations Required Yes
Board Orientation/Education Programs Yes

Aligning Director and Stockholder Interests

Director and Executive Stock Ownership Guidelines Yes
Annual Equity Grant to Non-Employee Directors Yes

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