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Court Filing of Confidential July 2003 Board Minutes

(March 20, 2006)

Minutes of a July 2, 2003 CA board meeting, which the company's management had refused to provide in response to a shareholder demand for records, were filed on March 20, 2006 in public court records by the United States Attorney's Office in its prosecution of former CA executives.

The minutes show that board of directors had not in fact taken any action to initiate an independent audit committee investigation prior to their July 2, 2003 meeting, at which time they were informed that the U.S. Attorney, in its investigation of criminal conduct that was subsequently admitted by the company as well as by many of its executives, had "suggested" that they do so.  The board was advised at the meeting by CA's litigation counsel, Wachtel Lipton Rosen & Katz, that the non-employee directors were "under a legal obligation to investigate matters that raise 'red flags'" and that "a failure to conduct an internal investigation would likely be interpreted as non-cooperation [with the government authorities] and could therefore create difficulties."  The board then determined that its audit committee should conduct the suggested investigation.

The court filing with a full copy of the board minutes can be downloaded from the following link:



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