said on Tuesday that four members of its board of directors, including Richard Grasso, chairman of the
New York Stock Exchange
, will step down due to newly instituted term limits.
Grasso has served on CA's board for eight years despite concerns about conflicts of interest arising from his position as chairman of the NYSE, the listing exchange for Computer Associates. In May the company set term limits of eight years as part of a new set of governance rules.
Also stepping down are Shirley Strum Kenny and Willem De Vogel, both of whom have served eight years, and Roel Pieper, who said he could not seek re-election due to increased European business commitments.
Computer Associates once again finds itself in the middle of a proxy battle for control of its board of directors, as Texas billionaire Sam Wyly again attempts to place five individuals on the board, led by a member of his firm Ranger Governance. Wyly said in June that this year he has targeted De Vogel, company chairman Charles Wang, chief executive Sanjay Kumar, former senator Alfonse D'Amato, and vice president Russell Artz for replacement.
For its part, Computer Associates has announced a slate of four new directors to replace those departing, including Kenneth Cron, chief executive of the games division of
, Robert La Blanc, the former vice chairman of
, and Thomas Wyman from
. The new appointees will have to run for election against Wyly's group at Computer Associates' annual meeting in August.
Grasso said in a statement that the new term limits imposed by the company are "part of a substantial strengthening of CA's corporate governance procedures" and "the limits ensure a continual injection of fresh, independent thinking."
Shares of CA have been rocked recently by news of two accounting-related investigations, as well as a credit rating downgrade. The stock was recently trading up 2% to $13.38 on the news, slightly up from its 52-week low of $12.65.
With regard to the proxy battle, Computer Associates said in a statement that it was bad for business and would be divisive, impeding the company's progress.