Good Governance Helps EMC Compete

Joe Tucci, EMC Chairman, President, and CEO

Governance plays a prominent role at EMC and has for a long time. Good governance helps us compete more effectively, sustain our success, and build long-term value for our shareholders.

Governance is only as strong as the board of directors behind it. At EMC, we are fortunate to have a highly experienced, well-informed, and fully engaged board. To maintain a strong system of checks and balances, EMC’s board takes an active role in providing oversight and guidance to the company’s executive management team. This approach ensures that our company is pursuing a sound strategic direction and seeing all of the opportunities open to us.

EMC currently has 11 board members, nine of whom are independent. All members of the board’s audit, compensation, and corporate governance and nominating committees are independent. And since January 2006, the board has operated with an independent lead director, whose significant responsibilities include working with the chairman to set the agenda for board meetings, presiding at executive sessions of the “non-management” board members, and overseeing performance evaluations of the board.

EMC’s corporate governance guidelines are comprehensive. They cover board-member criteria and director responsibilities, lead director responsibilities, management-succession planning, selection and evaluation of the CEO, director compensation, assessment of board performance, and more.

Corporate governance is a wide-ranging topic. But for EMC its essence is to promote accountability for performance and results and to provide a transparent view into the way EMC operates and makes decisions.

One way we promote accountability is by requiring each board member to stand for election annually. This requirement gives our shareholders the opportunity to register their views each year on the overall performance of the board and on each member’s individual performance. We have also adopted majority vote for directors. Beginning at the 2009 Annual Meeting of Shareholders, each incumbent director must receive more votes cast “for” his or her election than votes cast “against” his or her election to be elected to the board. This requirement gives our shareholders a more meaningful role in director elections.

In addition, as disclosed in our 2008 Proxy Statement, the board’s compensation committee links a substantial portion of executive management’s compensation to the attainment of challenging goals that enable EMC to achieve profitable revenue growth and market share gains. The Proxy Statement also contains an in-depth discussion and analysis of the philosophy, objectives, and design of EMC’s executive compensation program to provide greater transparency into our program.

EMC’s board also has made it easy for investors and other stakeholders to communicate directly with non-management directors and the audit committee. The board is interested in the views of shareholders and other stakeholders and makes a serious effort to provide responses that are clear, candid, and timely.

Good governance increases EMC’s competitive power, enhances the company’s performance, and improves our ability to create more value for shareholders. It is why EMC continuously strives to improve its governance.