NCR Corporation Board Of Directors Corporate Governance .

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NCR CorporationBoard of DirectorsCorporate GovernanceGuidelinesRevised: July 22, 2020NCR Corporation Board of Directors Corporate Governance GuidelinesPage 1

NCR CorporationBoard of Directors Corporate Governance GuidelinesNCR’s Board of Directors is elected by the stockholders to direct the management of the business andaffairs of the Company. The Board selects the senior management team, which is charged withoperating the Company’s business. Having selected the senior management team, the Board acts asan advisor to senior management and monitors its performance. It reviews the Company’s strategies,financial objectives and operating plans. The Board also plans for management succession of the ChiefExecutive Officer, as well as other senior management positions.To help discharge its responsibilities, the NCR Board of Directors has adopted the following guidelineson significant corporate governance issues. These Guidelines acknowledge the leadership exercisedby the Board’s standing committees and their chairs and are intended to serve as a flexible frameworkwithin which the Board may conduct its business and not as a set of legally binding obligations.Size, Composition, and Independence of the Board1.Size of the BoardThe Board periodically reviews the size of the Board and determines whether any changes areappropriate, although it is the current sense of the Board that a board of seven to tenmembers is about right. However, the Board would be willing to increase the size of the Boardin order to accommodate the availability of an outstanding candidate.2.Membership Qualifications and Board BalanceThe Board, with input from the Committee on Directors and Governance, is responsible forperiodically determining the appropriate skills, perspectives, experiences, and characteristicsrequired of Board candidates, taking into account the Company’s needs, strategy, and currentmake-up of the Board. This assessment should include knowledge, experience, and skills inareas critical to understanding the Company and its business, and supporting its strategy;personal characteristics, such as integrity and judgment, and diversity of thought andperspectives; and candidates’ commitments to the boards of other publicly-held companiesand/or potential competitors. Each Board member is expected to ensure that other existingand planned future commitments do not materially interfere with the member’s service as aDirector and that he or she devotes the time necessary to discharge his or her duties as aDirector.The Committee on Directors and Governance is responsible for periodically reviewing thesequalification guidelines and recommending changes to the Board. The Board believes thequalification guidelines included as Exhibit A are currently appropriate, but it may changethese guidelines as the Company’s and Board’s needs warrant.NCR Corporation Board of Directors Corporate Governance GuidelinesPage 2

3.Other DirectorshipsDirectors should advise the Chairman of the Committee on Directors and Governance inadvance of accepting an invitation to serve on another public company board, or on the boardof a potential competitor of the Company. There should be an opportunity for the Board,through the Committee on Directors and Governance, to review the Director’s availability tofulfill his or her responsibilities as a Director if he or she (a) serves on more than three otherpublic company boards, (b) serves as an executive officer of any other public company whilealso serving on a total of two or more public company boards, or (c) serves as a director of apotential competitor of the Company.4.Director SelectionThe Board is responsible for selecting and nominating candidates for election by thestockholders and for filling vacancies on the Board. The Committee on Directors andGovernance will recommend to the Board nominees for election, based on the need for newBoard members identified by the Committee, the Chairman, (and, in the event the positionsof Chairman and Chief Executive Officer are held by the same person, the Lead Director) orother Board members, as well as incumbent Directors for re-election, as appropriate. Inselecting individuals for nomination, the Committee will seek the input of the Chairman of theBoard (and, in the event the positions of Chairman and Chief Executive Officer are held by thesame person, the Lead Director) and will consider individuals recommended for Boardmembership by the Company’s stockholders in accordance with the Company’s Bylaws andapplicable law. The Committee will evaluate all candidates using the qualification guidelinesincluded as Exhibit A, as they may be amended or supplemented by the Committee and Boardfrom time to time. The Committee will determine if any Board members have relationshipswith preferred candidates who can help initiate contact with such candidates. The Committeemay also use a third-party search firm to assist in identifying and contacting preferredcandidates. Prospective candidates will be interviewed by the Chairman of the Board, ChiefExecutive Officer (and, in the event the positions of Chairman and Chief Executive Officer areheld by the same person, the Lead Director) and at least one member of the Committee onDirectors and Governance. During the selection process, the full Board will be informally keptinformed of progress. The Committee on Directors and Governance will meet to consider andapprove final candidate(s) and seek Board endorsement of the selected candidate(s). Once acandidate is selected to join the Board, or to stand for election or re-election, as applicable,the Chairman of the Board and/or the Chair of the Committee on Directors and Governancewill extend the invitation to join the Board, or to stand for election or re-election, on theBoard’s behalf.5.Majority of Independent DirectorsAs a matter of policy, the Board believes that a substantial majority of the Directors should beindependent. The Board adopts the definition of independence described in Exhibit B to theseGuidelines, which reflects the director independence requirements for New York StockExchange listed companies. The Board may amend this definition in the future; if it does, itwill disclose the revised definition.NCR Corporation Board of Directors Corporate Governance GuidelinesPage 3

On an annual basis, with input and a recommendation from the Committee on Directors andGovernance, the Board will determine whether each outside Director meets the definition ofindependence set forth in Exhibit B to these Guidelines and will disclose its determination.6.Term LimitsThe Board does not believe it should establish term limits. While term limits could help ensurefresh ideas, they also would force the Board to lose the contributions of Directors who havedeveloped an insight into the Company. This insight and continuity of Directors is anadvantage, not a disadvantage. As an alternative to term limits, the Committee on Directorsand Governance will review a Director’s continuation on the Board whenever the Directorexperiences a change in professional responsibilities, as a way to assure that the Director’sskills and experience continue to match the needs of the Board. In addition, in connectionwith nomination of the slate of Directors that the Board proposes for election by stockholderseach year, the Committee on Directors and Governance will consider re-nominated Directors’continuation on the Board and take steps as may be appropriate to ensure that the Boardmaintains an openness to new ideas. An individual Director’s re-nomination is dependentupon a performance assessment and suitability review conducted by the Committee onDirectors and Governance. The performance assessment will take into account the Director’sparticipation in and contribution to the activities of the Board.7.Change in Professional ResponsibilitiesIt is the view of the Board that each Director who experiences a change in his or her businessor professional affiliation or responsibilities should bring this change to the attention of theBoard and should offer to resign. The Board does not believe that each Director who retiresor has a change in position or responsibilities should necessarily leave the Board. TheCommittee on Directors and Governance will, however, review the continued appropriatenessof Board membership under these circumstances and make a recommendation to the Board.For purposes of clarity, determination of a Director’s eligibility to join the board of anothercompany or entity shall be governed by Section 3 of these Guidelines and not by this Section.This same guideline applies to any inside Directors, including the Chief Executive Officer of theCompany, in the event he or she no longer serves in that position. A former Chief ExecutiveOfficer serving on the Board will be considered an inside Director.8.Conflicts of InterestThe Board determines on a case-by-case basis whether a conflict of interest exists. EachDirector will advise the Board of any situation that could potentially be a conflict of interestand will not vote on an issue in which he or she has an interest.NCR Corporation Board of Directors Corporate Governance GuidelinesPage 4

Board Leadership9.Selection of Chairman of the BoardThe Board shall appoint a Chairman of the Board. The Board does not have a guideline onwhether the role of the Chairman of the Board should be held by a non-employee orindependent Director.10.Lead DirectorThe independent directors of the Board will select a Lead Director from the independentdirectors.11.Roles of Chairman and Lead DirectorIn the event the positions of Chairman of the Board and Chief Executive Officer are held bythe same person or if the Chairman is a management employee or a non-independentDirector, the roles of the Chairman and Lead Director will be as set forth in Exhibit C to theseGuidelines. In the event of any inconsistencies between Exhibit C and these Guidelines, ExhibitC will prevail.Board Roles and Responsibilities12.Business Judgment; IndemnificationThe duty of each of the Directors is to act in good faith in a manner he or she reasonablybelieves to be in the best interests of the Company and with the care of an ordinarily prudentperson under similar circumstances. In performing their duties, Directors are entitled to relyon the honesty and integrity of their fellow Directors and of the Company’s senior executives,outside advisors and outside auditors. The Directors are entitled to (i) have the Companypurchase reasonable Directors’ and officers’ liability insurance on their behalf and (ii) thebenefits of indemnification to the fullest extent permitted by law and the Company’s Charter.13.Authorization GuidelinesConsistent with the Board’s power to delegate to management the day-to-day operations ofthe Company’s business, the Board believes that the allocation of responsibilities andauthority currently in place is appropriate, although the Board may alter the authorizations inthe future.14.Assessing the Board’s PerformanceThe Board believes that annual evaluations of the overall performance of the Board shouldbe conducted. This is best accomplished, in the Board’s view, by the entire Board under theleadership of the Chair of the Committee on Directors and Governance, working closely withthe Lead Director. The Committee on Directors and Governance, working closely with theLead Director and with input from the other Directors, is responsible for determining theNCR Corporation Board of Directors Corporate Governance GuidelinesPage 5

performance criteria and process to be used for the evaluation and for conducting theevaluation. The purpose of these evaluations is to enhance the effectiveness of the Board asa whole. Additionally, each Committee of the Board will conduct an annual evaluation of itsperformance and report the results of the evaluation to the Board.The performance of individual Directors will be assessed by the Committee on Directors andGovernance, working closely with the Lead Director, when a Director is being considered forre-nomination and when a Director offers to resign due to a change in professionalresponsibilities. The Committee on Directors and Governance, working closely with the LeadDirector, will choose the method and criteria for these assessments. If, at any time, the Boarddetermines that an individual Director is not meeting the established performance standardsand qualification guidelines, or his or her actions reflect poorly upon the Board and theCompany, the Board may request the resignation of the non-performing Director.15.Oversight of Management EvaluationThe Compensation and Human Resource Committee will have oversight of the performanceevaluations of the Company’s executive officers, including the Chief Executive Officer.16.Evaluating the CEO’s PerformanceThe Board will review the performance of the Chief Executive Officer at least annually. Thisevaluation will be conducted by the Lead Director and the Compensation and HumanResource Committee, under the leadership of the Committee Chair. The evaluation criteriaand the results of the evaluation will be discussed by the Lead Director and the Committeewith the entire Board in an executive session without the presence of any inside Directors.The Board will consider whether the Chief Executive Officer is providing the best leadershipfor the Company in the long- and short-term. The results of the review and evaluation will becommunicated to the Chief Executive Officer by the Lead Director and the Chair of theCompensation and Human Resource Committee. The Board, in its discretion, may conductthis evaluation in conjunction with the Compensation and Human Resource Committee’sannual review and setting of the Chief Executive Officer’s compensation. The Compensationand Human Resource Committee will use the evaluation results in establishing compensationof the Chief Executive Officer, with a portion of his or her compensation to be tied toperformance.17.Succession Planning and Leadership DevelopmentEach year, the Chief Executive Officer will report to the Compensation and Human ResourceCommittee on succession planning and his or her recommendation as to a potentialsuccessor, along with a review of any development plans recommended for such individuals.The Compensation and Human Resource Committee will make an annual report to the Boardon succession planning, and the Board will work with the Committee to identify and evaluatepotential successors to the Chief Executive Officer. When the Compensation and HumanResource Committee and the Board review management succession plans for the ChiefExecutive Officer, they will consider succession in the event of an emergency or retirement ofNCR Corporation Board of Directors Corporate Governance GuidelinesPage 6

the Chief Executive Officer. In addition, the Compensation and Human Resource Committee,with input from the Chief Executive Officer and other members of management asappropriate, will review annually the Company’s program for management development andsuccession planning for executive officers other than the Chief Executive Officer. The Boardwill also review succession candidates for executive officers other than the Chief ExecutiveOfficer and other senior managers as it deems appropriate.18.Strategic and Operating PlansAt least once a year, the Board will review the Company’s strategy and operating plans andprovide input to management. The review of the Company’s strategic plan ordinarily will occurat the Board’s third quarter meeting, and the review of the Company’s financial and capitalplans ordinarily will take place at the first quarter meeting. The Board will regularly monitorthe Company’s performance with respect to these plans.19.Board Interaction with Investors, Press and CustomersThe Board believes that management generally should speak for the Company. IndividualDirectors may, from time to time, meet or otherwise communicate with various constituenciesthat are involved with the Company, but it is expected that Directors would do this with theknowledge of management and, absent unusual circumstances or as contemplated byCommittee charters, only at the request of management.20.Risk OversightPeriodically, with input from the Audit Committee, and the Risk Committee, as appropriate,the Board will review and discuss with management the Company’s major risk exposures andthe steps management has taken to identify, monitor and control such exposures, includingthe Company’s risk assessment and risk management guidelines, policies, and procedures.Director Compensation and Stock Ownership21.Compensation PhilosophyThe Board believes that only cash and equity compensation should be provided to nonemployee Directors and that at least fifty percent of a Director’s total compensation should beprovided in equity, e.g., stock options, stock grants or other awards of stock or stock units.Further, the Board believes that the different components of Director compensation shouldbe disclosed in the Company’s annual proxy statement. The Committee on Directors andGovernance will periodically review the principles for director compensation.22.Setting of CompensationThe Committee on Directors and Governance will annually review market data for Directorcompensation to ensure that the compensation is reasonable and competitive in relation toother similar companies. The Committee should recommend to the full Board whether anychanges in the compensation package are desirable, with the full Board to discuss andNCR Corporation Board of Directors Corporate Governance GuidelinesPage 7

approve any recommendations. The Committee will take into consideration that Directors’independence may be jeopardized if director compensation and perquisites exceedcustomary levels, if the Company makes substantial charitable contributions to organizationswith which the Director is affiliated, or if the Company enters into consulting contracts with(or provides other indirect compensation to) a Director or an organization with which theDirector is affiliated.23.Stock OwnershipEach non-management Director should hold stock valued at no less than five times theamount of the annual retainer paid to such Director within five years after he or she is firstelected to the Board. Stock or stock units beneficially owned by the Director, for whichbeneficial ownership is not disclaimed, including stock or stock units held in a deferral account,should be taken into account. However, for this purpose, the Board does not believe itappropriate to consider stock options granted to Directors by the Company.Director Development24.New Director OrientationThe Company has an orientation process for new Directors that includes background material,visits to Company facilities, and meetings with senior management to familiarize the Directorswith the Company’s strategic and operating plans, key issues, corporate governance, Code ofConduct, and the senior management team. All other Directors are invited to attend anyorientation program. In addition, new members to a Committee will be provided informationrelevant to the Committee and its roles and responsibilities.25.Continuing Director EducationThe Board believes it is appropriate for Directors, at their discretion, to have access toeducational programs related to their duties as Directors on an ongoing basis to enable themto better perform their duties and to recognize and deal appropriately with issues that arise.The Company will provide appropriate funding for these programs. In addition, Directors willreceive periodic reviews of the Company’s business and visit Company facilities as part of theirongoing review of the Company and its operations.Meetings26.Preparation and AttendanceDirectors are expected to attend Board meetings and meetings of Committees on which theyserve, and to spend the time needed as necessary to prepare for such meetings and toproperly discharge their responsibilities.NCR Corporation Board of Directors Corporate Governance GuidelinesPage 8

27.Frequency and Length of MeetingsThe Board, at the beginning of each year, will determine the frequency of meetings, takinginto consideration the recommendations of management and Board members. The Boardbelieves that four to six regular meetings a year are appropriate; however, the Board and eachCommittee will meet as frequently as needed for the Directors to properly discharge theirresponsibilities. In consultation with the Lead Director (if one has been selected), theChairman of the Board will determine the place, time, and length of meetings and may,depending upon the circumstances, call additional Board meetings.28.Meeting AgendaThe Chairman of the Board, in consultation with the Chief Executive Officer (if not also theChairman) will annually prepare a master agenda. In the event the Chairman of the Board isalso the Chief Executive Officer, the Lead Director, in consultation with the Chairman/ChiefExecutive Officer, will annually prepare the master agenda. The master agenda will set fortha general agenda of items to be considered by the Board at each of its specified meetingsduring the year (to the extent this can be foreseen) and will be provided to the entire Board.Thereafter, the Lead Director, in consultation with the Chairman/Chief Executive Officer, willestablish the agenda for each Board meeting, with each Director being free to suggest itemsfor inclusion on the agenda as well as raise at any Board meeting subjects that are notspecifically on the agenda for that meeting.29.Meeting MaterialsMeeting materials, including presentations on specific subjects, will be sent to the Directors inadvance, except where the subject matter is too sensitive to be put on paper. The meetingmaterials should be as focused as possible while still providing the necessary information.Where feasible, the materials will be mailed one week in advance, so as to give the Directorsa weekend over which to review the materials.30.Attendance of Non-Directors at MeetingsNon-Directors will attend each meeting at the invitation of the Chairman of the Board. It isanticipated that the Chief Financial Officer, the Secretary, and Chief Operating Officer, if any,of the Company will attend each meeting, except for that portion of the meeting held inexecutive session. The Board encourages the Chief Executive Officer to bring managers intoBoard meetings who can provide additional insight into items being discussed or who havefuture potential that the Chief Executive Officer believes should be given exposure to theBoard.31.Board Access to Senior Management and InformationDirectors have full and free access to the Company’s management and external advisors, andthe Board meets regularly with senior management. Any meetings or contacts that a Directorwishes to initiate may be arranged through the Chief Executive Officer or the Secretary ordirectly by the Director. The Directors will use their judgment to ensure that any such contactNCR Corporation Board of Directors Corporate Governance GuidelinesPage 9

is not disruptive to the Company’s business operations and will, to the extent notinappropriate, copy the Chief Executive Officer on any written communications between aDirector and an officer or employee of the Company.32.Board Access to Independent AdvisorsThe Board and each Committee has the power to hire, at its discretion, and at the expense ofthe Company, independent legal, financial or other advisors as the Board or Committee maydeem necessary to support it in fulfilling its responsibilities, without consulting with orobtaining the approval of any officer of the Company in advance.33.Executive SessionsThe Board will regularly conduct an executive session of only non-management Directors. Ifthe executive sessions of only non-management Directors include non-independentDirectors, the Board will also conduct, no less than once a year, an executive session of onlyindependent Directors. Independent Directors may hold additional executive sessions fromtime to time, with or without the Chairman (if non-independent) of the Board or the ChiefExecutive Officer present, as desired. The format of these meetings will include a discussionafterwards by the presiding Director of the executive session with the Chief Executive Officerand Chairman. Each year the Board, based on the recommendation of the Committee onDirectors and Governance, will determine who will preside at the executive sessions ofindependent Directors. The Board will communicate to stockholders, via the proxy statement,as to whom the presiding Director will be for the year. In the event the Chairman is also theChief Executive Officer, the Lead Director shall preside over all executive sessions.Committees34.Number of CommitteesCurrently there are four standing Committees: Audit, Committee on Directors andGovernance, Compensation and Human Resource, and Risk. The Board believes the currentcommittee structure is appropriate. From time to time, depending upon the circumstances,the Board may form a new Committee or disband a current Committee.35.Assignment of Committee MembersThe Board appoints members of the Committees on an annual basis. The Committee onDirectors and Governance, with consideration of the desires and skills of individual Directorsand with input from the Chief Executive Officer and Chairman of the Board (and, in the eventthe positions of Chairman and Chief Executive Officer are held by the same person, the LeadDirector), will recommend to the Board the assignment of Directors to various Committees.Information regarding the composition of these committees shall be available to stockholders.Vacancies in the Committees will be filled by the Board, upon the recommendation of theCommittee on Directors and Governance, with input from the Chief Executive Officer andChairman of the Board (and, in the event the positions of Chairman and Chief Executive Officerare held by the same person, the Lead Director). In making assignments to the Committees,NCR Corporation Board of Directors Corporate Governance GuidelinesPage 10

only independent Directors may serve on the Audit Committee, the Compensation andHuman Resource Committee, or the Committee on Directors and Governance, and at leastone member of the Audit Committee must have accounting or financial managementexperience, as defined by the U.S. Securities and Exchange Commission rules and as requiredunder applicable New York Stock Exchange listing requirements. Additionally, a member ofthe Audit Committee may not sit on more than two other Audit Committees of other publiccompanies, unless the Board determines that such commitments would not impair his or hereffective service to the Company.The Committee on Directors and Governance and the Board will take into account tenure ona Committee and give consideration to rotating committee members periodically, but theBoard does not feel that rotation should be mandated as a policy.36.Committee Charters and AuthorityEach Committee has approved a written charter, which has also been approved by the Board.The charter may delegate, as appropriate, certain responsibilities to the Committee. Unlessdelegated to the Committee either in the Charter, the Bylaws or a resolution of the Board,each Committee shall make recommendations to the Board regarding the Committee’sresponsibilities, and the Board will consider whether to approve the recommendations. TheCommittee charters may be changed from time to time by approval of the Committee and theBoard.37.Committee AgendasEach calendar year appropriate members of management will recommend each Committee’splanning agenda for the year to the Committee Chair. Once approved by the Committee Chair,management will issue a schedule of agenda items for the year, to the degree they can beforeseen, and this schedule will be shared with the Board. Specific agenda items for eachCommittee meeting will be approved by the Chair of the Committee in consultation withappropriate members of management.38.Frequency and Length of Committee MeetingsThe Committee Chair, in consultation with appropriate members of management, willdetermine the frequency and length of Committee meetings.39.Executive SessionsEach Committee will meet in executive sessions as circumstances warrant. At the Committee’sdiscretion, outside advisors or members of management may meet with the Committeeduring these executive sessions.NCR Corporation Board of Directors Corporate Governance GuidelinesPage 11

Interpretation40.Amendment and InterpretationThese Guidelines are in addition to and are not intended to change or interpret any federal orstate law or regulation, including the Maryland General Corporation Law, or the Company’sCharter or Bylaws or any Committee charter reviewed and approved by the Board. TheseGuidelines are subject to modification from time to time by the Board.NCR Corporation Board of Directors Corporate Governance GuidelinesPage 12

EXHIBIT AtoNCR CorporationBoard of Directors Corporate Governance GuidelinesDIRECTOR QUALIFICATION GUIDELINESThe NCR Board of Directors, or any of its Committees, in considering qualifications of Directorsstanding for re- election and candidates for Board membership will consider the following factors, inaddition to those other factors it may deem relevant:1.Strong management experience, ideally with major public companies with successfulmultinational operations.2.Other areas of expertise or experience that are desirable given the Company’s business andthe current make-up of the Board, such as expertise or experience in: information technologybusinesses, manufacturing, international, financial or investment banking, scientific researchand development, senior level government experience, and academic administration orteaching.3.Desirability of range in age, so that retirements are staggered to permit replacement ofDirectors of desired skills and experience in a way that

Jul 22, 2020 · NCR Corporation Board of Directors Corporate Governance Guidelines Page 6 performance criteria and process to be used for the evaluation and for conducting the evaluation. The purpose of these evaluations is to enhance the effectiveness of the Board as a whole. Additionally, each Committee of the

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