Fortune 100 (2010) Date Filed Diversity as Criteria (Y/N) Race Ethnicity Gender Minority Diversity Policy (Y/N) Definition of Diversity Diversity Statement Wal-Mart Stores Inc (1) 4/19/2010 Yes N/A Viewpoints and experiences As provided in our company’s Corporate Governance Guidelines ("At least once per year management will report to the Board regarding management development and succession, including diversity initiatives and progress and long- term strategic planning." p.6), the Board is committed to diversified membership. The Board will not discriminate on the basis of race, color, national origin, gender, sexual orientation, religion, or disability in selecting nominees. Diversity and inclusion are values embedded into Walmart’s culture and fundamental to its business. In keeping with those values, when assessing a candidate, the CNGC considers the different viewpoints and experiences that a candidate could bring to the Board and how those viewpoints and experiences could enhance the Board’s execution of its responsibilities. (p.18) 4/20/2009 Yes N/A Undefined The Board is committed to a diverse membership. In selecting nominees, the Board does not discriminate on the basis of race, color, national origin, gender, religion, disability, or sexual preference. (p.7) Candidates are selected on the basis of outstanding achievement in their professional careers; broad experience; wisdom; personal and professional integrity; ability to make independent, analytical inquiries; experience with and understanding of the business environment; and willingness and ability to devote adequate time to Board duties. (p.15) Exxon Mobil Corp (2) 4/13/2010 Yes 1 1 N/A Business or academic experiences, life experiences and backgrounds, gender, ethnicity ExxonMobil recognizes the strength and effectiveness of the Board reflects the balance, experience, and diversity of the individual directors; their commitment; and importantly, the ability of directors to work effectively as a group in carrying out their responsibilities. ExxonMobil seeks candidates with diverse backgrounds who possess knowledge and skills in areas of importance to the Corporation...In addition to seeking a diverse set of business or academic experiences, the Committee seeks a mix of nominees whose perspectives reflect diverse life experiences and backgrounds, as well as gender and ethnic diversity. The Committee does not use quotas but considers diversity along with the other requirements of the Selection Guidelines when evaluating potential new directors. The Committee has also instructed its executive search firm to include diversity as part of the candidate search criteria. (pp.9-10) 4/13/2009 Yes N/A Undefined ExxonMobil recognizes that the strength and effectiveness of the Board reflect the balance, experience, and diversity of the individual directors; their commitment; and importantly, the ability of directors to work effectively as a group in carrying out their responsibilities. ExxonMobil seeks candidates with diverse backgrounds who possess knowledge and skills in areas of importance to the Corporation. (p.7) Chevron Corp (3) 4/15/2010 Yes 1 1 1 N/A Professional experience, geographical location and viewpoint, race, gender, ethnicity, nationality In conducting this assessment, the Committee considers diversity, education, experience, length of service and such other factors as it deems appropriate given the current and anticipated needs of the Board and the Company. The Committee and Board define diversity broadly to include diversity of professional experience (policy, business, government, education, technology or public interest), geographical location and viewpoint, as well as diversity of race, gender, nationality and ethnicity. (p.8) 4/13/2009 Yes N/A Undefined In conducting this assessment, the Committee considers diversity, education, experience, length of service and such other factors as it deems appropriate given the current and anticipated needs of the Board and the Company to maintain a balance of knowledge, experience and capability. (p.19) General Electric Co (4) 3/5/2010 Yes N/A Age, background, experience The committee’s evaluation of director nominees takes into account their ability to contribute to the diversity of age, background and experience represented on the Board, and the committee reviews its effectiveness in balancing these considerations when assessing the composition of the Board. (p.16) 2/18/2009 Yes N/A Experiences We endeavor to have a Board representing diverse experience at policy-making levels in business, government, education and technology, and in areas that are relevant to the company’s global activities. (p.12) Bank of America Corp/DE (5) 3/17/2010 Yes N/A Viewpoints, backgrounds, experiences and other demographics Candidates should represent a diversity of viewpoints, backgrounds, experiences and other demographics...The Corporate Governance Committee regularly reviews Board composition in light of our company’s business and structure; the changing needs of our company as a result of the business environment; our operations, financial conditions and complexity; its assessment of the Board’s performance; and input from stockholders and other key constituencies. As part of this review, the Corporate Governance Committee evaluates the effectiveness of the Board’s director nomination standards – including its criteria related to diversity – as set forth in the Corporate Governance Guidelines. (p.15) 1
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Fortune 100 (2010) Date Filed Diversity as Criteria (Y/N) Race Ethnicity Gender Minority Diversity Policy (Y/N) Definition of Diversity Diversity Statement
Wal-Mart Stores
Inc (1)4/19/2010 Yes N/A
Viewpoints and
experiences
As provided in our company’s Corporate Governance Guidelines ("At least once per year management will report to
the Board regarding management development and succession, including diversity initiatives and progress and long-
term strategic planning." p.6), the Board is committed to diversified membership. The Board will not discriminate
on the basis of race, color, national origin, gender, sexual orientation, religion, or disability in selecting nominees.
Diversity and inclusion are values embedded into Walmart’s culture and fundamental to its business. In keeping
with those values, when assessing a candidate, the CNGC considers the different viewpoints and experiences that a
candidate could bring to the Board and how those viewpoints and experiences could enhance the Board’s execution
of its responsibilities. (p.18)
4/20/2009 Yes N/A Undefined
The Board is committed to a diverse membership. In selecting nominees, the Board does not discriminate on the
basis of race, color, national origin, gender, religion, disability, or sexual preference. (p.7) Candidates are selected
on the basis of outstanding achievement in their professional careers; broad experience; wisdom; personal and
professional integrity; ability to make independent, analytical inquiries; experience with and understanding of the
business environment; and willingness and ability to devote adequate time to Board duties. (p.15)
Exxon Mobil
Corp (2)4/13/2010 Yes 1 1 N/A
Business or
academic
experiences, life
experiences and
backgrounds,
gender, ethnicity
ExxonMobil recognizes the strength and effectiveness of the Board reflects the balance, experience, and diversity of
the individual directors; their commitment; and importantly, the ability of directors to work effectively as a group in
carrying out their responsibilities. ExxonMobil seeks candidates with diverse backgrounds who possess knowledge
and skills in areas of importance to the Corporation...In addition to seeking a diverse set of business or academic
experiences, the Committee seeks a mix of nominees whose perspectives reflect diverse life experiences and
backgrounds, as well as gender and ethnic diversity. The Committee does not use quotas but considers diversity
along with the other requirements of the Selection Guidelines when evaluating potential new directors. The
Committee has also instructed its executive search firm to include diversity as part of the candidate search criteria.
(pp.9-10)
4/13/2009 Yes N/A Undefined
ExxonMobil recognizes that the strength and effectiveness of the Board reflect the balance, experience, and
diversity of the individual directors; their commitment; and importantly, the ability of directors to work effectively
as a group in carrying out their responsibilities. ExxonMobil seeks candidates with diverse backgrounds who possess
knowledge and skills in areas of importance to the Corporation. (p.7)
Chevron Corp
(3)4/15/2010 Yes 1 1 1 N/A
Professional
experience,
geographical
location and
viewpoint, race,
gender, ethnicity,
nationality
In conducting this assessment, the Committee considers diversity, education, experience, length of service and
such other factors as it deems appropriate given the current and anticipated needs of the Board and the Company.
The Committee and Board define diversity broadly to include diversity of professional experience (policy, business,
government, education, technology or public interest), geographical location and viewpoint, as well as diversity of
race, gender, nationality and ethnicity. (p.8)
4/13/2009 Yes N/A Undefined
In conducting this assessment, the Committee considers diversity, education, experience, length of service and
such other factors as it deems appropriate given the current and anticipated needs of the Board and the Company
to maintain a balance of knowledge, experience and capability. (p.19)
General Electric
Co (4)3/5/2010 Yes N/A
Age, background,
experience
The committee’s evaluation of director nominees takes into account their ability to contribute to the diversity of
age, background and experience represented on the Board, and the committee reviews its effectiveness in balancing
these considerations when assessing the composition of the Board. (p.16)
2/18/2009 Yes N/A Experiences
We endeavor to have a Board representing diverse experience at policy-making levels in business, government,
education and technology, and in areas that are relevant to the company’s global activities. (p.12)
Bank of
America
Corp/DE (5)
3/17/2010 Yes N/A
Viewpoints,
backgrounds,
experiences and
other
demographics
Candidates should represent a diversity of viewpoints, backgrounds, experiences and other demographics...The
Corporate Governance Committee regularly reviews Board composition in light of our company’s business and
structure; the changing needs of our company as a result of the business environment; our operations, financial
conditions and complexity; its assessment of the Board’s performance; and input from stockholders and other key
constituencies. As part of this review, the Corporate Governance Committee evaluates the effectiveness of the
Board’s director nomination standards – including its criteria related to diversity – as set forth in the Corporate
Governance Guidelines. (p.15)
1
Fortune 100 (2010) Date Filed Diversity as Criteria (Y/N) Race Ethnicity Gender Minority Diversity Policy (Y/N) Definition of Diversity Diversity Statement
3/18/2009 No
Candidates shall be capable of working in a collegial manner with persons of diverse educational, business and
cultural backgrounds. (p.10)
ConocoPhillips
(6)3/31/2010 Yes No Undefined
The Committee also seeks to ensure that the Board reflects a range of talents, ages, skills, diversity, and expertise,
particularly in the areas of accounting and finance, management, domestic and international markets, leadership,
and oil and gas related industries, sufficient to provide sound and prudent guidance with respect to the Company’s
operations and interests. The Board seeks to maintain a diverse membership, but does not have a separate policy
on diversity. (p.13)
3/31/2009 Yes N/A Undefined
The Committee identifies, investigates and recommends director candidates to the Board with the goal of creating
balance of knowledge, experience and diversity. (p.13)
AT&T Inc (7) 3/11/2010 Yes No Undefined
The Committee also gives consideration to a candidate’s judgment, competence, anticipated participation in Board
activities, experience, geographic location and special talents or personal attributes. Although the Committee does
not have a formal diversity policy, it believes that diversity is an important factor in determining the composition of
the Board. (p.4)
3/11/2009 No
In recommending Board candidates, the Committee considers a candidate’s: general understanding of elements
relevant to the success of a large publicly traded company in the current business environment, understanding of
our business, and educational and professional background. (p.3)
Ford Motor Co
(8)4/1/2010 Yes N/A Undefined
Ford recognizes the value of diversity and we endeavor to have a diverse Board, with experience in business,
government, education and technology, and in areas that are relevant to the Company’s global activities. (p.5)
4/3/2009 Yes N/A Undefined
Ford recognizes the value of diversity and we endeavor to have a diverse Board, with experience in business,
government, education and technology, and in areas that are relevant to the Company’s global activities. (p.15)
J.P. Morgan
Chase & Co (9)3/31/2010 Yes 1 1 1 N/A
Gender, race and
ethnicity
The Board strives to ensure diversity of representation among its members. Of the 11 director nominees, two are
women and one is African-American. Increasing diversity is a priority, and when considering prospects for possible
recommendation to the Board, the Governance Committee reviews available information about the prospects,
including gender, race and ethnicity, as well as experience, qualifications, attributes and skills. (p.1)
3/31/2009 Yes N/A Undefined
As stated in the Corporate Governance Principles, the Board wishes to balance in general the needs for professional
knowledge, business expertise, varied industry knowledge, financial expertise, and CEO-level business management
experience. The Board also strives to ensure diversity of representation among its members. (p.4)
Hewlett-
Packard Co (10)2/1/2011 No N/A
HP's Corporate Governance Guidelines contain the current Board membership criteria that apply to nominees
recommended for a position on the Board. Under those criteria, members of the Board should have the highest
professional and personal ethics and values, consistent with longstanding HP values and standards. They should
have broad experience at the policy-making level in business, government, education, technology or public
service...Although the Board uses these and other criteria as appropriate to evaluate potential nominees, it has no
stated minimum criteria for nominees. (p.25) The criteria to be used when assessing the qualifications of potential
CEO successors include, among others, strategic vision and leadership, operational excellence, financial
management, executive officer leadership development, ability to motivate employees, and an ability to develop an
effective working relationship with the Board. (Corporate Governance Guidelines p.4)
1/27/2010 No
HP's Corporate Governance Guidelines contain Board membership criteria that apply to nominees recommended for
a position on the Board. Under these criteria, members of the Board should have the highest professional and
personal ethics and values, consistent with longstanding HP values and standards. They should have broad
experience at the policy-making level in business, government, education, technology or public service. (p.18)
2
Fortune 100 (2010) Date Filed Diversity as Criteria (Y/N) Race Ethnicity Gender Minority Diversity Policy (Y/N) Definition of Diversity Diversity Statement
Berkshire
Hathaway Inc
(11)
3/11/2010
Yes, but reject
diversity as a
factor
No
Berkshire does not have a policy regarding the consideration of diversity in identifying nominees for director. In
identifying director nominees, the Governance, Compensation and Nominating Committee does not seek diversity,
however defined. Instead, as previously discussed, the Governance, Compensation and Nominating Committee
looks for individuals who have very high integrity, business savvy, an owner-oriented attitude and a deep genuine
interest in the Company. (p.3)
3/13/2009 No
In identifying director nominees, the Governance, Compensation and Nominating Committee looks for individuals
who have a meaningful interest in Berkshire stock, are shareholder-oriented and possess business savvy. (p.4)
Citigroup Inc
(12)3/12/2010 Yes 1 1 1 N/A
Race, ethnicity,
gender, age,
geographical
background and
experience,
perspectives,
personal and
professional
experiences/backg
rounds, global and
international
business
experience
Among the factors that the nomination and governance committee considers when evaluating the composition of
the board, diversity is critical. For a company like Citi, which operates in over 100 countries around the globe,
diversity includes race, ethnicity and gender as well as the diversity of the communities and geographies in which
Citi operates... In addition, each director candidate contributes to the board’s overall diversity by providing a
variety of perspectives, personal and professional experiences and backgrounds, as well as other characteristics,
such as global and international business experience. The board is satisfied that the current nominees reflect an
appropriate diversity of gender, age, race, geographical background and experience but is committed to continuing
to consider diversity issues in evaluating the composition of the board. (p.7)
3/20/2009 Yes N/A Undefined
Candidates for the Board shall be selected by the Nomination and Governance Committee, and recommended to the
Board of Directors for approval, in accordance with the qualifications approved by the Board and set forth below,
taking into consideration the overall composition and diversity of the Board and areas of expertise that new Board
members might be able to offer...Whether the candidate has special skills, expertise and background that would
complement the attributes of the existing Directors, taking into consideration the diverse communities and
geographies in which the Company operates. (pp.A1-A2)
Verizon
Communication
s Inc (13)
3/22/2010 Yes N/A
Viewpoints and
practical
experiences
In evaluating candidates, the Committee considers a wide variety of qualifications, attributes and other factors and
recognizes that a diversity of viewpoints and practical experiences can enhance the effectiveness of the Board.
Accordingly, as part of its evaluation of each candidate, the Committee takes into account how that candidate’s
background, experience, qualifications, attributes and skills may complement, supplement or duplicate those of
other prospective candidates. (p.10)
3/23/2009 Yes N/A UndefinedIn evaluating candidates, the Committee also considers other factors, including those that promote diversity. (p.9)
McKesson Corp
(14)6/21/2010 Yes 1 1 1 No
Backgrounds,
cultures,
education,
experience, skills,
thought,
perspectives,
personal qualities
and attributes,
and geographic
profiles (i.e.,
where the
individuals have
lived and worked),
race, ethnicity,
gender, national
origin
The Governance Committee has responsibility under its charter to review annually with the Board the size and
composition of the Board with the objective of achieving the appropriate balance of knowledge, experience, skills,
expertise and diversity required for the Board as a whole. Although the Board does not maintain a formal policy
regarding diversity, the Governance Committee considers diversity to include diversity of backgrounds, cultures,
education, experience, skills, thought, perspectives, personal qualities and attributes, and geographic profiles (i.e.,
where the individuals have lived and worked), as well as race, ethnicity, gender, national origin and other
categories. A high level of diversity on our Board has been achieved in these areas, as evidenced by the information
concerning our directors that is provided under “Nominees” above. Our Governance Committee and Board believe
that a diverse representation on the Board fosters a robust, comprehensive, and balanced deliberative and decision-
making process that is essential to the continued effective functioning of the Board and continued success of the
Company. (p.12)
6/15/2009 No
Board members must take into account and balance the legitimate interests and concerns of all of the Company’s
stockholders and other stakeholders, and must be able to devote sufficient time and energy to the performance of
their duties as a director, as well as have a commitment to diversity. (p.11)
3
Fortune 100 (2010) Date Filed Diversity as Criteria (Y/N) Race Ethnicity Gender Minority Diversity Policy (Y/N) Definition of Diversity Diversity Statement
Motors
Liquidation Co
(15)
In Chapter 11, former GM
In Chapter 11, former GM
American
International
Group Inc (16)
4/12/2010 Yes 1 1 No
Minority status,
sex, experience
and skills
The Nominating and Corporate Governance Committee does not have a specific diversity policy. Rather, the
Nominating and Corporate Governance Committee considers diversity in terms of minority status and sex as factors
in evaluating director candidates and also considers diversity in the broader sense of how a candidate’s experience
and skills could assist the Board in light of the Board’s then composition. (p.23)
6/5/2009 Yes N/A Undefined
The Board, based on the recommendations of the Nominating and Corporate Governance Committee, will select
nominees for the position of director considering the following criteria: Skill, expertise, diversity, background, and
experience with businesses and other organizations that the Board deems relevant. (p.A-2)
Cardinal Health
Inc (17)9/15/2010 Yes 1 1 N/A
Occupation, race,
gender, experience
and skills
The Nominating and Governance Committee considers these criteria in the context of an assessment of the
operation and goals of the Board as a whole and seeks to achieve diversity of occupational and personal
backgrounds on the Board, including personal characteristics such as race and gender, as well as experience and
skills that contribute to the Board’s performance of its responsibilities in the oversight of a complex healthcare
business. The Nominating and Governance Committee assesses the effectiveness of these criteria by referring to the
criteria when it periodically assesses the composition of the Board and by gathering data and discussing the
diversity of the Board membership in the Nominating and Governance Committee’s and Board’s annual self-
assessment process. The Board actively seeks to consider diverse candidates for Board membership when it has a
vacancy to fill. (p.26)
9/24/2009 Yes N/A
Occupational and
personal
backgrounds
The Nominating and Governance Committee considers these criteria in the context of an assessment of the
operation and goals of the Board as a whole and seeks to achieve diversity of occupational and personal
backgrounds on the Board. (p.22)
CVS Caremark
Corp (18)3/29/2010 Yes 1 1 No
Gender, race,
background and
experience
Although there is no specific policy on diversity, the Committee values diversity, which it broadly views in terms of
gender, race, background and experience, as a factor in selecting members to serve on the Board, and believes that
the diversity of the Board’s current composition provides significant benefits to the Company. (p.5)
3/24/2009 Yes N/A Undefined
The Committee also reviews the composition of the Board in light of the current challenges and needs of the Board
and the Company, and determines whether it may be appropriate to add or remove individuals after considering,
among other things, the need for audit committee expertise and issues of independence, judgment, diversity, age,
skills, background and experience. As desired, the Committee may confer with the Chairman and other directors as
to the foregoing matters. (p.4)
Wells Fargo &
Co/MN (19)3/17/2010 Yes No
Individual
experience,
education, skills,
background
Although the GNC does not have a separate policy regarding diversity, as described in the Corporate Governance
Guidelines, the GNC will consider, in identifying first-time candidates, nominees for director, or evaluating
individuals recommended by stockholders, the current composition of the Board in light of the diverse communities
and geographies we serve and the interplay of the candidate’s or nominee’s diverse individual experience,
education, skills, background and other qualities and attributes with those of the other Board members. The GNC
incorporates this broad view of diversity into its review and evaluation of new candidates and incumbent nominees
in its director nomination process to ensure that the Board’s composition reflects the particular needs of the Board
and the Company, and the GNC and the Board monitor its effectiveness through the GNC’s and Board’s self-
evaluation process. (pp.41-42)
3/18/2009 No
In addition, the GNC will consider, in evaluating a candidate for nomination as a first-time director, the current
composition of the Board in light of the diverse communities and geographies we serve and the interplay of the
candidate’s experience with the experience of the other Board members. (p.36)
4
Fortune 100 (2010) Date Filed Diversity as Criteria (Y/N) Race Ethnicity Gender Minority Diversity Policy (Y/N) Definition of Diversity Diversity Statement
International
Business
Machines Corp
(20)
3/8/2010 Yes N/AExperiences and
backgrounds
In identifying potential director candidates, the Committee and the Board also focus on ensuring that the Board
reflects a diversity of experiences, backgrounds and individuals. (p.8) The Committee recommends candidates
based on their business or professional experience, the diversity of their background, and their talents and
perspectives. (p.12)
3/9/2009 Yes N/A Backgrounds
The Committee recommends candidates based on their business or professional experience, the diversity of their
background and their talents and perspectives. (p.8)
UnitedHealth
Group Inc (21)4/14/2010 Yes 1 1 No Race and Gender
Diversity is included as one of the collective skills and attributes in our skills matrix, although our Board has not
adopted a formal definition of diversity. In addition, our most recent agreement governing our business relationship
with AARP defines diversity by reference to race or gender, and provides that at least two members of our Board
will be diverse. Based on the definition of diversity in our agreement with AARP, Ms. Hooper and Dr. Wilensky
constitute diverse members of our Board. (p.11)
4/23/2009 Yes N/A Undefined
Nominees for director are selected on the basis of skills and characteristics described in the Company’s Principles of
Governance, which include diversity, age, skills (such as an understanding of health care issues, management of
large public companies, and academic, political, financial or medical background), familiarity with ethical and
corporate governance issues and other relevant factors. (p.18)
Procter &
Gamble Co (22)8/27/2010 Yes 1 1 Yes
Background and
experience, age,
gender,
international
background, race,
and specialized
experience
The Board of Directors considers diversity to be an important criterion in the selection and nomination of candidates
for Director. As a global company, the Board seeks Directors with international background and global experience,
among other factors. This is reflected in the Board’s Corporate Governance Guidelines, which set forth the minimum
criteria for Board members, and note that the Board “seeks to achieve a mix of Board members that represents a
diversity of background and experience, including with respect to age, gender, international background, race, and
specialized experience.” Although the Board does not establish specific goals with respect to diversity, the Board’s
overall diversity is a significant consideration in the director nomination process. For this year’s election, the Board
has nominated ten individuals. Those ten individuals range in age from 49 to 64 (two Board members retired during
the year upon reaching age 70). Each nominee is a strategic thinker and has varying, specialized experience in
areas that are relevant to the Company. Moreover, their collective experience covers a wide range of countries,
geographies and industries, including consumer products, technology, financial services, media, agriculture,
aerospace, and health care, as well as roles in consulting and government. Three are women; two are African-
American; one is Mexican; and one is Indian. The Board assesses the effectiveness of its diversity policy every year
as part of the nomination process for the annual election of Directors by the Company’s shareholders. The Board’s
Governance & Public Responsibility Committee, responsible for making recommendations for Director nominations
to the full Board, reviews the Director nominees (including shareholder nominees) and ascertains whether, as a
whole, the group meets the Board’s policy in this regard. Having reviewed the collective background and experience
of the ten nominees, the Board has concluded that they provide sufficient diversity to meet the Board’s policy. (p.5)
8/28/2009 Yes 1 1 N/A
Age, gender,
international
background, race,
and experience
The minimum qualifications and preferred specific qualities and skills required for Directors are set forth in Article
II, Sections B through E of the Board’s Corporate Governance Guidelines. (p.14) In seeking such Board members,
the Company also seeks to achieve a mix of Board members that represents a diversity of background and
experience, including with respect to age, gender, international background, race, and specialized experience.
(Corporate Governance Guidelines 2010 p.1)
Kroger Co (23) 5/14/2010 Yes 1 1 1 N/ARace, ethnicity
and gender
Racial, ethnic, and gender diversity is an important element in promoting full, open, and balanced deliberations of
issues presented to the Board, and is considered by the Corporate Governance Committee. Some consideration also
is given to the geographic location of director candidates in order to provide a reasonable distribution of members
from the operating areas of the Company. (p.15)
5/15/2009 No
These criteria are: Ability to understand the perspectives of Kroger’s customers, taking into consideration the
diversity of our customers, including regional and geographic differences. (p.12)
5
Fortune 100 (2010) Date Filed Diversity as Criteria (Y/N) Race Ethnicity Gender Minority Diversity Policy (Y/N) Definition of Diversity Diversity Statement
Amerisourceber
gen Corp (24)1/14/2011 Yes No
Skills and
experience
The Governance and Nominating Committee seeks to identify candidates who bring diverse experience at
policymaking levels in business, management, marketing, finance, technology, human resources, communications,
education, government, healthcare and in other areas that are relevant to our activities. While the committee
values and considers the diversity of skills and experience of prospective nominees, the committee does not have a
formal policy by which the committee assigns specific weights to particular skills or experiences of prospective
nominees. (p.18)
1/22/2010 Yes N/A Experience
The Governance and Nominating Committee seeks to identify candidates who bring diverse experience at
policymaking levels in business, management, marketing, finance, technology, human resources, communications,
education, government, healthcare and in other areas that are relevant to our activities. (p.15)
Costco
Wholesale Corp
(25)
12/13/2010 Yes Yes
Viewpoints,
backgrounds and
experiences
Our Corporate Governance Guidelines provide that nominees for director will be selected on the basis of, among
other things, knowledge, experience, skills, expertise, integrity, diversity, ability to make independent analytical
inquiries, and understanding of the Company’s business environment, all in the context of an assessment of the
perceived needs of the Board at the time...With respect to Board diversity, we believe that the Company benefits
from having directors with a diversity of viewpoints, backgrounds, and experiences. Currently, of the fourteen
directors on the Board, two are women and one is African American. In addition, as discussed above, our directors
bring a diversity of viewpoints and experiences as established leaders in important areas of business, academia,
government service, and other public and non-profit service that we believe strengthens the Board’s ability to guide
our Company. Pursuant to our Corporate Governance Guidelines, the Nominating and Governance Committee
oversees a self-assessment of the Board’s performance every other year. The assessment seeks to identity specific
areas, if any, in need of improvement or strengthening, including with respect to the diversity of our Board in terms
of viewpoints, backgrounds and experiences. (p.7)
12/18/2009 Yes N/A Undefined
Nominees for director will be selected on the basis of, among other things, knowledge, experience, skills, expertise,
integrity, diversity, ability to make independent analytical inquiries, and understanding of the Company’s business
environment, all in the context of an assessment of the perceived needs of the Board at the time. (p.6)
Valero Energy
Corp/TX (26)3/19/2010 Yes 1 1 1 N/A
Race, gender and
national origin
The Nominating/Governance Committee also considers diversity concepts such as race, gender, and national origin,
as well as the ability of a prospective candidate to work with the then-existing interpersonal dynamics of the Board
and the candidate’s ability to contribute to the collaborative culture among Board members. (p.6)
3/17/2009 No
The Nominating/Governance Committee may also consider the ability of a prospective candidate to work with the
then-existing interpersonal dynamics of the Board and the candidate’s ability to contribute to the collaborative
culture among Board members. (p.6)
Archer Daniels
Midland Co (27)9/24/2010 Yes 1 1 N/A
Background,
experience, skills,
race, gender,
geographic origin
In assessing an individual’s qualifications to become a member of the board, the Nominating/Corporate Governance
Committee may consider various factors including education, experience, judgment, independence, integrity,
availability, and other factors that the Nominating/Corporate Governance Committee deems appropriate. The
Nominating/Corporate Governance Committee strives to recommend candidates that complement the current board
members and other proposed nominees so as to further the objective of having a board that reflects a diversity of
background and experience with the necessary skills to effectively perform the functions of the board and its
committees. In addition, the Nominating/Corporate Governance Committee considers personal characteristics of
nominees and current board members, including race, gender and geographic origin, in an effort to obtain a
diversity of perspectives on the board. (p.5)
9/25/2009 Yes N/ABackground and
experience
The Nominating/Corporate Governance Committee strives to recommend candidates that complement the current
board members and other proposed nominees so as to further the objective of having a board that reflects a
diversity of background and experience with the necessary skills to effectively perform the functions of the board
and its committees. (p.10)
6
Fortune 100 (2010) Date Filed Diversity as Criteria (Y/N) Race Ethnicity Gender Minority Diversity Policy (Y/N) Definition of Diversity Diversity Statement
Boeing Co (28) 3/15/2010 Yes 1 1 1 Yes
Background,
experience, skills,
race, gender and
national origin
In addition to the considerations described above, our Corporate Governance Principles mandate that the GON
Committee consider diversity in its evaluation of candidates for Board membership. The Board believes that
diversity with respect to factors such as background, experience, skills, race, gender and national origin is an
important consideration in board composition. The GON Committee discusses diversity considerations in connection
with each candidate, as well as on a periodic basis in connection with the composition of the Board as a whole. In
addition, both the GON Committee and the Board conduct formal self-evaluations each year that include an
assessment of whether the GON Committee and the Board have adequately considered diversity, among other
factors, in identifying and discussing director candidates. The GON Committee believes that, as a group, the
nominees below bring a diverse range of backgrounds, experiences and perspectives to the Board’s deliberations.
(p.3)
3/13/2009 Yes N/A Undefined
When assessing a director candidate’s qualifications, the Committee will consider issues of expertise (including
international experience and industry background), independence, integrity, diversity and age, as well as skills
relating to operations, manufacturing, finance, marketing, technology and public policy. (p.12)
Home Depot Inc
(29)4/7/2010 Yes 1 1 1 N/A
Ethnicity, race and
gender
Consistent with this philosophy, after focusing on the skills and experience necessary to meet the core needs of the
Company, as well as the basic qualifications set forth above, the Nominating and Corporate Governance Committee
considers the personal attributes of individual nominees, including ethnic, racial and gender diversity. (p.8)
4/15/2009 No
The Nominating and Corporate Governance Committee believes it is important to have directors from various
backgrounds and professions in order to ensure that the Board has a wealth of experiences to inform its decisions.
Consistent with this philosophy, in addition to the minimum standards set forth above, business and managerial
experience and an understanding of financial statements and financial matters are important. (p.5)
Target Corp
(30)4/29/2010 Yes N/A
Experiences and
perspectives
Under these criteria, the Committee seeks director candidates that have broad perspective, experience, knowledge
and independence of judgment. Candidates are also evaluated with reference to the overall composition of the
Board, such that the Board as a whole contains a predominance of business backgrounds that has a diverse set of
experiences and perspectives. (p.13)
4/21/2009 No
Board members should have broad perspective, experience, knowledge and independence of judgment. Members
should represent a predominance of business backgrounds that can bring a different set of experiences and
perspectives to the Board. Regional balance is recognized as highly desirable, and a high degree of interest and
involvement are prime requisites for membership. (p.15)
WellPoint Inc
(31)4/2/2010 Yes Yes Experiences
The Governance Committee will look for candidates who possess qualifications that meet our strategic needs;
possess high personal values, judgment and integrity; have an understanding of our business and the regulatory
and policy environment in which we operate; and have diverse experiences in key business, financial and other
challenges that face a publicly held health benefits company. In particular, the Governance Committee will look for
candidates with special and diverse experience in areas such as management of public companies, entrepreneurial
companies and large companies; investment banking and banking industry experience; health care industry
experience; strategic communication and media experience; retail/mass marketing experience; accounting and
audit experience; clinical health experience; technology and e-commerce experience; education experience;
government experience; nonprofit organization experience; sustainability experience; and directorship experience
(including with us and other boards)...Our Corporate Governance Guidelines provide that our Governance
Committee is to take into account the overall diversity of the Board when identifying possible nominees for director.
The Committee implements that policy, and assesses its effectiveness, by examining the diversity of all of the
directors on the Board when it selects nominees for directors. The diversity of directors is one of the factors that the
Governance Committee considers, along with the other selection criteria described above. (pp.10-11)
4/3/2009 Yes N/A Experiences
The Governance Committee will look for candidates who possess qualifications that meet our strategic needs;
possess high personal values, judgment and integrity; have an understanding of our business and the regulatory
and policy environment in which we operate; and have diverse experiences in key business, financial and other
challenges that face a publicly held health benefits company. (p.8)
7
Fortune 100 (2010) Date Filed Diversity as Criteria (Y/N) Race Ethnicity Gender Minority Diversity Policy (Y/N) Definition of Diversity Diversity Statement
Walgreen Co
(32)11/22/2010 Yes 1 1 1 N/A
Perspectives,
backgrounds and
professional
experiences,
geography,
gender, ethnicity,
race, age
As part of this evaluation, the Committee assesses whether the group of nominees is comprised of individuals with
a diversity of perspectives, backgrounds and professional experiences that would enhance the Board’s success at
achieving these goals. With regard to diversity among the group of nominees, the Board, in accordance with our
Corporate Governance Guidelines, considers diversity in broad terms, including consideration of competencies,
experience, geography, gender, ethnicity, race and age, with the goal of obtaining diverse perspectives,
backgrounds and professional experiences. (p.16)
11/24/2009 Yes N/A Undefined
The Board of Directors seeks a diverse group of candidates who possess the background, skills and expertise to
make a significant contribution to the Board, the Company and its shareholders. (p.8)
Johnson &
Johnson (33)3/17/2010 Yes 1 1 N/A
Gender, ethnicity
and professional
experience
These criteria describe specific traits, abilities and experience that the Nominating & Corporate Governance
Committee and the Board look for in determining candidates for election to the Board, including: diversity reflecting
gender, ethnic background and professional experience. (p.3)
3/11/2009 Yes 1 1 N/A
Gender, ethnicity
and professional
experience
These Criteria describe specific traits, abilities and experience that the Nominating & Corporate Governance
Committee and the Board look for in determining candidates for election to the Board, including: diversity reflecting
gender, ethnic background and professional experience. (p.15)
State Farm
Insurance Cos.
(34)
Mutual
Mutual
Medco Health
Solutions Inc
(35)
3/31/2010 Yes 1 1 1 No
Viewpoints,
background,
experience,
perspective,
professional
experience,
education, skills,
race, gender,
ethnicity and
country of origin
The Board does not have a formal written policy focusing solely on diversity in identifying qualified director
nominees. However, as discussed above, the Company’s Corporate Governance Guidelines require that the Board
(based on the recommendation of the Corporate Governance and Nominating Committee) select new nominees for
the position of independent director based on a number of elements, including “diversity of viewpoints, background,
experience and other demographics.” The Board values and views diversity among directors in the broadest
possible terms, recognizing the benefits to the Company and its shareholders of differences in perspective,
professional experience, education, skills, race, gender, ethnicity, country of origin, as well as intangible individual
qualities and attributes. (p.17)
4/7/2009 Yes N/A
Viewpoints,
background,
experience and
other
demographics
The Corporate Governance and Nominating Committee does not impose any specific minimum qualifications on
Board nominees, but instead considers the following criteria: Diversity of viewpoints, background, experience and
other demographics. (p.14)
Microsoft Corp
(36)9/30/2010 Yes 1 1 N/A
Geographic,
gender, age,
ethnicity
Board takes into account many factors, including general understanding of marketing, finance, and other disciplines
relevant to the success of a large publicly traded company in today’s business environment; understanding of our
business and technology; educational and professional background; personal accomplishment; and geographic,
gender, age, and ethnic diversity. Our Board evaluates each individual in the context of the Board as a whole, with
the objective of recommending a group that can best perpetuate the success of our business and represent
shareholder interests through the exercise of sound judgment using its diversity of experience...The Governance
and Nominating Committee assesses the effectiveness of its efforts to maintain an effective and diverse Board of
Directors in the course of its regular responsibilities, which include annually (a) reporting to our Board on the
performance and effectiveness of our Board, (b) presenting to our Board individuals recommended for election to
the Board at the annual shareholders meeting, and (c) obtaining or performing an assessment of the Committee’s
own performance. (p.8)
9/29/2009 Yes 1 1 N/A
Geographic,
gender, age and
ethnicity
In evaluating the suitability of individual Board members, the Board takes into account many factors, including
general understanding of marketing, finance, and other disciplines relevant to the success of a large publicly traded
company in today’s business environment; understanding of our business and technology; educational and
professional background; personal accomplishment; and geographic, gender, age, and ethnic diversity. (p.5)
8
Fortune 100 (2010) Date Filed Diversity as Criteria (Y/N) Race Ethnicity Gender Minority Diversity Policy (Y/N) Definition of Diversity Diversity Statement
United
Technologies
Corp/DE (37)
2/25/2011 Yes N/A Perspectives
In view of the geographic diversity of UTC’s operations and its global profile, the Board believes that it is important
for the Board to seek candidates who, in addition to representing the interests of shareowners in general, will also
contribute to the diversity of perspectives present in Board deliberations. The Committee assesses the effectiveness
of UTC’s nomination policies on an annual basis, as part of the Board’s evaluation of its effectiveness as a group. In
the course of this performance evaluation, the Board considers whether the Board’s composition reflects an
appropriate mix of skills, experience and diversity, in relation to the needs of the Company. (p.15)
2/26/2010 Yes N/A Perspectives
In view of the geographic diversity of UTC’s operations and its global profile, it is clearly beneficial for the Board to
seek candidates who, in addition to representing the interests of shareowners in general, will also contribute to the
diversity of perspectives present in Board deliberations. The Committee assesses the effectiveness of UTC’s
nomination policies on an annual basis, as part of the Board’s evaluation of its effectiveness as a group. In the
course of this performance evaluation, the Board considers whether the Board’s composition reflects an appropriate
mix of skills, experience and diversity, in relation to the needs of the Company. (p.15)
Dell Inc (38) 5/27/2010 Yes N/APerspectives and
backgrounds
The Board believes that individuals who serve on the Board should have demonstrated notable or significant
achievements in business, education, or public service; should possess the requisite intelligence, education, and
experience to make a significant contribution to the Board and bring a range of skills, diverse perspectives and
backgrounds to its deliberations; and should have the highest ethical standards, a strong sense of professionalism
and intense dedication to serving the interests of Dell’s stockholders. (p.3)
6/1/2009 Yes N/APerspectives and
backgrounds
The Board believes that individuals who are nominated by the Board to be a director should have demonstrated
notable or significant achievements in business, education, or public service; should possess the requisite
intelligence, education, and experience to make a significant contribution to the Board and bring a range of skills,
diverse perspectives and backgrounds to its deliberations; and should have the highest ethical standards, a strong
sense of professionalism and intense dedication to serving the interests of the stockholders... Consideration will be
given to assuring that the Board, as a whole, adequately reflects the diversity of our constituencies and the
communities in which we conduct our business. (p.40)
Goldman Sachs
Group Inc (39)4/7/2010 Yes Yes
Viewpoints,
backgrounds,
experiences and
demographics
In identifying and recommending nominees for positions on our Board, our Corporate Governance and Nominating
Committee places primary emphasis on the criteria set forth in our Corporate Governance Guidelines, including:
diversity of viewpoints, backgrounds, experiences and other demographics...We believe that our firm benefits from
having directors with a diversity of viewpoints, backgrounds, experiences and other demographics. As noted above,
among the factors the Corporate Governance and Nominating Committee considers in identifying and evaluating a
potential nominee is the extent to which the nominee would add to the diversity of our Board, and the Committee
considers the same factors in determining whether to re-nominate incumbent directors. In both cases, the
Committee assesses the diversity of our Board and how a nominee would enhance that diversity. (p.7)
4/6/2009 Yes N/A
Viewpoints,
backgrounds,
experiences and
demographics
In identifying and recommending nominees for positions on our Board, our Corporate Governance and Nominating
Committee places primary emphasis on the criteria set forth in our Corporate Governance Guidelines, including:
diversity of viewpoints, backgrounds, experiences and other demographics. (p.6)