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Note: The committee report referenced in the article below concluded that until June 2003 CA directors had consistently failed to take "action in situations where, although action was not required to satisfy their fiduciary duties under Delaware law, it nonetheless might have benefited the Company and saved it from further harm." For a copy of the report, see:


Report of CA Board's Special Litigation Committee





CA chairman steps down



June 14, 2007

Wall Street veteran Lewis Ranieri stepped aside as chairman of CA Inc. today, ending a three-year term that spanned the Islandia software company's most turbulent years as well as its path to a turnaround.

Ranieri, 60, remains a CA director. Fellow board member William McCracken, a former IBM official who joined CA's board in 2005, takes the chairman's role effective immediately. McCracken is the director who led a committee that recently produced a scathing report of CA's scandal-plagued past.

Ranieri has been a CA director since 2001, a position he said he took at the urging of his long-time friends Alfonse D'Amato and Dick Grasso. (Both were CA directors then, but Grasso, a former New York Stock Exchange chairman, has since left the board.)

When a massive federal accounting investigation first rocked the company in 2002, Ranieri was appointed lead independent director of CA, one of the first directors of a public company to take on such a role.

As the accounting scandal reached CA's upper executive ranks, Ranieri took the chairman's post from former CA executive Sanjay Kumar in 2004, a role Kumar gave up under an investigative cloud. Kumar later pleaded guilty to securities fraud and obstruction of justice and awaits serving a 12-year jail sentence.

Long before joining CA's board, Ranieri was vice chairman of Salomon Brothers, the Wall Street firm where he was credited with creating the mortgage-backed securities industry and a tradition of pranks and gluttony chronicled in the book, "Liar's Poker."

As CA chairman, Ranieri put himself front and center in working with the government to avoid a corporate indictment of the company. In a statement yesterday, Ranieri referred to the recently completed deferred prosecution agreement he helped negotiate with prosecutors.

There were some high-profile missteps. Shortly after taking the chairman's seat, he is reported to have infuriated federal prosecutors after publicly describing Kumar as CA's "single most important corporate resource" as investigators were closing in on the former CEO.

McCracken, like CA chief executive John Swainson, is a veteran of IBM, from which he retired in 2001 after more than 36 years. He has led IBM's PC and printer divisions before going on to form a consulting firm. McCracken, 64, joined CA's board in February, 2005.

Gary Lutin, an investment banker who leads a CA shareholder forum, called McCracken's appointment "a step in the right direction."

Swainson in a memo to employees today said Ranieri's "determination and foresight during a difficult time laid the foundation for the successes we enjoyed this past year and for the bright future we are creating together."

Copyright Newsday Inc.



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