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We are committed to upholding the highest principles of business ethics and corporate governance. We pursue our business as a cloud computing company that enables mobile workstyles while honoring our responsibilities to customers, employees, partners, shareholders, and the environment and communities in which we conduct business. Our Board of Directors and its committees administer all aspects of our corporate governance and in doing so promote responsible and ethical decision-making and provide an independent and objective source of advice and oversight as we pursue our goals.
On this page, you will find key information about our corporate governance that serves as a framework for how we operate.
Important Governance Documents are available for download below.
Corporate Governance Guidelines
The Corporate Governance Guidelines provide detail on our corporate governance policies
Code of Business Conduct
The Code of Business Conduct provides guidelines to employees on their ethical and legal responsibilities.
English | Arabic | Czech | Dutch | French | German | Italian | Japanese | Korean | Portuguese | Russian | Simplified Chinese | Spanish
Supplier/Partner Code of Business Conduct
The Supplier/Partner Code of Business Conduct provides guidelines to Suppliers and Partners on their ethical and legal responsibilities.
English | Chinese | Japanese | Portuguese | Spanish
Anti-Bribery Policy
This Policy supplements our Code of Business Conduct and is intended to explain in more detail the standard of conduct expected of you under the U.S. Foreign Corrupt Practices Act (the “FCPA”), the UK Bribery Act and other anti-bribery laws.
English | Arabic | Chinese | Czech | Dutch | French | German | Italian | Japanese | Korean | Portuguese | Russian | Spanish
Citrix Systems, Inc. Political Contributions Policy
The Political Contributions Policy addresses political contributions and expenditures by Citrix Systems, Inc. as well as contributions made to trade associations and 501(c)(4) organizations that may be used for political activity.
Equity Award Grant Policy
The Equity Award Grant Policy establishes the guidelines for granting equity awards
Director Resignation Policy
This policy provides guidelines on when a director should tender his resignation after an election of directors
Bylaws
Articles within the document include bylaws regarding stockholders, directors, officers, capital stock and general provisions
Certificate of Incorporation
Our Certificate of Incorporation is our primary legal document; it serves as our constitution
Our Board has designated a standing Audit Committee, Compensation and Human Capital Committee, Nominating and Corporate Governance Committee and Technology, Data and Information Security Committee. Our Board has determined that each member of each of the Audit, Compensation and Nominating and Corporate Governance Committees meets the applicable independence requirements promulgated by NASDAQ and the SEC.
Below is a table that provides information regarding current Committee membership.
Outside Directors | Audit | Compensation |
Governance | Technology |
---|---|---|---|---|
Nanci E. Caldwell | ||||
Murray J. Demo | Chair | |||
Thomas E. Hogan |
||||
Moira Kilcoyne | Chair | |||
Robert E. Knowling | ||||
Peter J. Sacripanti | Chair | |||
JD Sherman |
Here we provide certain summary information for our most recently completed fiscal year.
Click below to see common questions and answers related to that topic. Thank you for your interest in Citrix.
Board Composition
Our Board currently has 8 members. The Board periodically reviews the size of the Board based on factors including balancing the time demands on directors with the efficiency and the governance advantages that derive from an appropriately sized and focused group of highly skilled, experienced and independent directors. In accordance with our By-laws, our Board may adjust this number from time to time.
Yes. All seven of our non-employee directors are independent. Citrix defines an “independent” director in accordance with applicable SEC and Nasdaq rules. Because it is not possible to anticipate or explicitly provide for all potential situations that may affect independence, our Board periodically reviews each director’s status as an independent director and whether any independent director has any other relationship with Citrix that, in the judgment of our Board, would interfere with the director’s exercise of independent judgment in carrying out his or her responsibilities as a director.
Board Nominations
The Nominating and Corporate Governance Committee of our Board is responsible for reviewing with the Board from time to time the appropriate qualities, skills and characteristics desired of members of the Board in the context of the needs of the business and current make-up of our Board. This assessment includes consideration of the following minimum qualifications that the Nominating and Corporate Governance Committee believes must be met by all directors:
The Nominating and Corporate Governance Committee also may consider numerous other qualities, skills and characteristics when evaluating director nominees, such as:
Our Board delegates the selection and nomination process to the Nominating and Corporate Governance Committee, with the expectation that other members of the Board, and of management, will be requested to take part in the process as appropriate. Generally, the Nominating and Corporate Governance Committee identifies candidates for director nominees in consultation with management, through the use of search firms or other advisors, through the recommendations submitted by shareholders or through such other methods as the Nominating and Corporate Governance Committee deems to be helpful to identify candidates. Once candidates have been identified, the Nominating and Corporate Governance Committee confirms that the candidates meet all of the minimum qualifications for director nominees established by the Nominating and Corporate Governance Committee.
The Nominating and Corporate Governance Committee may gather information about the candidates through interviews, detailed questionnaires, comprehensive background checks or any other means that the Nominating and Corporate Governance Committee deems to be helpful in the evaluation process. The Nominating and Corporate Governance Committee then meets as a group to discuss and evaluate the qualities and skills of each candidate, both on an individual basis and taking into account the overall composition and needs of our Board. Based on the results of the evaluation process, the Nominating and Corporate Governance Committee recommends candidates for the Board's approval as director nominees for election to our Board. The Nominating and Corporate Governance Committee also recommends candidates to the Board for appointment to the committees of the Board.
Neither the Nominating and Corporate Governance Committee nor the Board has a specific policy with regard to the consideration of diversity in identifying director nominees. However, both may consider the diversity of background and experience of a director nominee in the context of the overall composition of the Board at that time, such as diversity of knowledge, skills and experience. In general, the Nominating and Corporate Governance Committee seeks director nominees with the talents and backgrounds that provide our Board with an appropriate mix of knowledge, skills and experience for the needs of our business. The Nominating and Corporate Governance Committee and the Board discuss the composition of directors on our Board, including diversity of background and experience, as part of the annual Board evaluation process.
The Nominating and Corporate Governance Committee will consider director nominee candidates who are recommended by our shareholders. Shareholders, in submitting recommendations to the Nominating and Corporate Governance Committee for director nominee candidates, shall follow the procedures described below.
Generally, the Secretary of the company 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 the Proxy Statement was sent to shareholders in connection with our preceding year’s annual meeting.
All recommendations for nomination must comply with the requirements for shareholder nominations set forth in our Bylaws, including that any such recommendation must be in writing and include the following:
Nominations must be sent to the attention of our Secretary 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: Secretary of Citrix Systems, Inc.
By facsimile to: (954) 337-4607
Attn: Secretary of Citrix Systems, Inc.
Our Secretary will promptly forward any such nominations to the Nominating and Corporate Governance Committee. As a requirement for being considered for nomination to our Board of Directors, a candidate will need to comply with the following minimum procedural requirements:
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 and a recommendation with respect to such candidate will be delivered to our Board of Directors.
Majority Voting
Citrix has adopted majority voting. Our By-laws provide that for directors to be elected or re-elected, they must receive support from holders of a majority of the shares voted. Further, we have a Director Resignation Policy that provides guidelines on when a director should tender his or her resignation if he or she fails to receive majority support in an election. You may access our Director Resignation Policy by clicking here.
Communicating with our Board
The Board provides to every shareholder the ability to communicate with the Board as a whole and with individual directors on the Board through an established process for shareholder communication as follows:
For communication directed to the Board as a whole, shareholders may send communications to the attention of the Chairperson of the Board 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 shareholder communications directed to an individual director in his capacity as a member of the Board, shareholders may send 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) 337-0314
Attn: [Name of the director], c/o Secretary
We will forward all shareholder communications to the Chairperson of the Board, as a representative of the Board, or to the director to whom the communication is addressed, on a periodic basis. We will forward such communications by certified U.S. mail to an address specified by each director and the Chairperson of the Board for such purposes or by secure electronic transmission.
Corporate Governance Policies
Stock Ownership by Board Members and Executive Officers
Yes. Our Board has adopted Stock Ownership Guidelines for our directors and executive officers, which you can access by clicking here.
Under the SEC regulations, directors and executive officers are required to notify the SEC within two business days of any purchase or sale of stock. Information on the filings made by any of our directors and executive officers can be found on our website under Investor Relations and by clicking here.
Director and Executive Compensation