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Q: How does Citrix rank among its peers in terms of corporate governance?

A: Very well.  In fact, according to Institutional Shareholder Services, a leading proxy advisory research company, Citrix outperformed 98.4% of its peers in the software and services industry group for corporate governance compliance last year.  In addition, Citrix has received excellent scores from other corporate governance rating agencies including General Metrics International and The Corporate Library.  For more information on third party governance rating agencies, visit our-Governance Ratings page.

Q: With the higher scrutiny from investors on Directors, do you have plans to move to an annual election of Directors?

A: Not at this time. By preventing an immediate change in control of the Board of Directors, the existing Board of Directors (voted in by shareholders) has an opportunity to properly evaluate a coercive or inadequate takeover attempt.  A three-year term for Directors does not change the fiduciary requirement that the Board of Directors continue to act in the best interest of shareholders.

Q: Has the Board of Directors adopted any stock ownership guidelines for the Board of Directors?

A: Yes.  The Board has adopted Stock Ownership Guidelines for the Directors in October, 2004.-Download Here

Q: Are most of your Directors independent?

A: Yes. All seven non-employee Directors are independent.  The Chief Executive Officer is the only non-independent Director.  Citrix defines an “independent” Director in accordance with the applicable provisions of the Securities Exchange Act of 1934, the rules promulgated thereunder and the applicable rules of The Nasdaq National Market.  Because it is not possible to anticipate or explicitly provide for all potential situations that may affect independence, the Board periodically reviews each Director’s status as an independent Director and whether any independent Director has any other relationship with the Company that, in the judgment of the Board, would interfere with the Director’s exercise of independent judgment in carrying out his/her responsibilities as a Director.

Q: Where can I find information about the Committees of the Board of Directors?

A: Click here to obtain information about our -Board Committees

Q: What is the size of your Board of Directors?

A: The Board currently has eight members. The Board periodically reviews the size of the Board based on a mixture of factors including balancing the time demands on Board members with the efficiency and the governance advantages that derive from an appropriately sized and focused group of  highly skilled and experienced Directors.  In accordance with the Company’s By-laws, the Board may adjust this number from time to time.

Q: What does Citrix look for when you nominate a new Director?

A: The Nominating and Corporate Governance Committee is responsible for reviewing with the Board from time to time the appropriate qualities, skills and characteristics desired of Board members in the context of the needs of the business and current make-up of the Board.  This assessment includes consideration of the following minimum qualifications that the Nominating and Corporate Governance Committee believes must be met by all Directors:

• Directors must be of the highest ethical character and share the values of the Company as reflected in the Company’s Code of Business Conduct;
• Directors must have reputations, both personal and professional, consistent with the image and reputation of the Company;
• Directors must have the ability to exercise sound business judgment based on an objective perspective;
• Directors must have substantial business or professional experience in areas that are relevant to the Company’s business and be able to offer meaningful advice and guidance to the Company’s management based on that experience; and
• Directors must have received a Bachelors Degree from a qualified institution.

The Nominating and Corporate Governance Committee also considers numerous other qualities, skills and characteristics when evaluating Director nominees, such as:

• An understanding of and experience in software, hardware or services, technology, accounting, governance, finance and/or marketing;
• Leadership experience with public companies or other major complex organizations;
• Experience on another public company board unless a Director otherwise qualifies as an “audit committee financial expert” under the rules of the SEC;
• the specific needs of the Board and the Committees of the Board at that time;
• a commitment to enhancing stockholder value and representing the long-term interests of the Company’s shareholders as a whole, not just one particular constituency; and
• diversity of background and experience in the context of the composition of the Board at that time, such as diversity of knowledge, skills, experience, geographic location, age, gender, and ethnicity.

Board members are expected to prepare for, attend, and participate in Board meetings and meetings of Committees on which they serve.  Directors are expected to attend at least 75% of Board meetings and meetings of Committees on which they serve, absent special circumstances.  In addition, directors must stay abreast of the Company’s business and markets.  Each Board member is expected to ensure that other existing and planned future commitments do not materially interfere with the member’s service as an outstanding director.  Directors’ commitments to serve on other boards will be considered by the Nominating and Corporate Governance Committee and the Board when reviewing Board candidates and in connection with the Board’s self-assessment process.  Directors are expected to report changes in their primary business or professional association, including retirement, to the Chairperson of the Board and the Chairperson of the Nominating and Corporate Governance Committee.

Q: How do I contact members of the Board of Directors?

A: The Board of Directors provides to every security holder the ability to communicate with the Board of Directors as a whole and with individual directors on the Board of Directors through an established process for security holder communication as follows:

For communications directed to the Board of Directors as a whole, security holders may send such communications to the attention of the Chairperson of the Board of Directors by one of the two methods listed below:

By U.S. mail (including courier or expedited delivery service) to:

Citrix Systems, Inc.
851 West Cypress Creek Road
Fort Lauderdale, FL 33309
Attn: Chairperson of the Board of Directors, c/o Secretary

By facsimile to: (954) 267-2862
Attn: Chairperson of the Board of Directors, c/o Secretary

For security holder communications directed to an individual director in his capacity as a member of the Board of Directors, security holders may send such communications to the attention of the individual director by one of the two methods listed below:

By U.S. mail (including courier or expedited delivery service) to:

Citrix Systems, Inc.
851 West Cypress Creek Road
Fort Lauderdale, FL 33309
Attn: [Name of the director], c/o Secretary

By facsimile to (954) 267-2862
Attn: [Name of the director], c/o Secretary

The Company will forward any such security holder communication to the Chairperson of the Board of Directors, as a representative of the Board of Directors, or to the director to whom the communication is addressed, on a periodic basis. The Company will forward such communications by certified U.S. mail to an address specified by each director and the Chairperson of the Board of Directors for such purposes or by secure electronic transmission.

Q: How can a stockholder recommend a nominee for election to the Board?

A: The Nominating and Corporate Governance Committee will consider Director candidates who are recommended by stockholders of the Company.  Stockholders, in submitting recommendations to the Nominating and Corporate Governance Committee for Director candidates, shall follow the following procedures:

The Nominating and Corporate Governance Committee must receive any such recommendation for nomination not later than the close of business on the 120th day nor earlier than the close of business on the 150th day prior to the first anniversary of the date of the proxy statement delivered to stockholders in connection with the preceding year’s annual meeting.

Such recommendation for nomination must be in writing and include the following:

• Name and address of the stockholder making the recommendation, as they appear on the Company’s books and records, and of such record holder’s beneficial owner;
• Number of shares of capital stock of the Company that are owned beneficially and held of record by such stockholder and such beneficial owner ;
• Name of the individual recommended for consideration as a Director nominee;
• All other information relating to recommended candidate that would be required to be disclosed in solicitations of proxies for the election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including the recommended candidate’s written consent to being named in the proxy statement as a nominee and to serving as a Director if approved by the Board and elected); and
• A written statement from the stockholder making the recommendation stating why such recommended candidate meets the Company’s criteria and would be able to fulfill the duties of a Director.

Nominations must be sent to the attention of the Secretary of the Company by one of the two methods listed below By U.S. Mail (including courier or expedited delivery service):

Citrix Systems, Inc.
851 West Cypress Creek Road
Fort Lauderdale, FL  33309
Attn: Secretary of Citrix Systems, Inc.

By facsimile at (954) 267-2862.
Attn: Secretary of Citrix Systems, Inc.

The Secretary of the Company will promptly forward any such nominations to the Nominating and Corporate Governance Committee.  As a requirement to being considered as a Director for nomination to the Company’s Board of Directors, a candidate will need to comply with the following minimum procedural requirements:

• A candidate must undergo a comprehensive private investigation background check from a qualified company of the Company’s choosing;
• A candidate must complete a detailed questionnaire regarding their experience, background and independence;
• A candidate must submit to the Board of Directors his or her written consent to serve as a director if elected; and
• A candidate must submit to the Board of Directors a statement to the effect that (i) he or she, if elected, will tender, promptly following his or her election or re-election, an irrevocable resignation effective upon his or her failure to receive the required vote for re-election at the next meeting at which he or she would face re-election, and (ii) upon acceptance of such resignation by the Board. of Directors, in accordance with these Corporate Governance Guidelines, he or she shall immediately resign as a member of the Board of Directors.

Once the Nominating and Corporate Governance Committee receives the nomination of a candidate and the candidate has complied with the minimum procedural requirements above, such candidacy will be evaluated in accordance with the minimum criteria and a recommendation with respect to such candidate will be delivered to the Board.

Q: Where can I find information on your equity granting practices?

A: You can find information on our equity granting practices by clicking –Equity Award Grant Policy

Q: Has Citrix adopted Majority Voting in its election of Directors, or does it maintain Plurality Voting?

A: Citrix has adopted Majority Voting. Our Bylaws were amended in December 2007 to provide that for uncontested elections, Directors will be elected by a majority of votes cast.

Q: Has Citrix adopted formal principles of corporate governance?

A: Yes.  You may access our Corporate Governance Guidelines on our website under -Governance Documents

Q: Has Citrix adopted a stockholder rights plan?

A: No. Citrix has not adopted a stockholder rights plan.  The Board of Directors believes that, to maximize long-term stockholder value, it should be actively involved in negotiating any potential acquisition of the company.  As circumstances arise, however, the Board of Directors may consider the adoption of a stockholders rights plan in order to preserve the time and flexibility in an acquisition that is essential to obtaining the best potential return for the company’s stockholders.

Q: How can I find out if any of the Directors or executive officers are selling stock?

A: Under the regulations of the Securities and Exchange Commission (SEC), Directors and executive officers are required to file notice with the SEC within two-business days of any purchase or sale of stock.  Information on the filings made by any of our Directors and officers can be found on our website under Corporate Governance -Stock Transactions

Q: Do the outside members of the Board meet in executive sessions without any members of management?

A: Yes.  Executive sessions of the independent Directors are held at least four times a year following each regularly scheduled in-person meeting of the Board of Directors. Executive sessions do not include any employee Directors of the Company, and the Chairperson of the Board of Directors is responsible for chairing the executive sessions.

Q: Where can I find information on Executive and Director Compensation?

A: You can access summary compensation information for the last fiscal year by clicking -Executive and Director Compensation
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