The Board of Directors (the “Board”) of Seagate Technology (the “Company”) uses sound corporate governance practices to help fulfill its responsibility to shareholders. The Board has adopted the following guidelines to clarify how it exercises its responsibilities. Additionally, these guidelines demonstrate that the Board has the necessary authority and practices in place to review and evaluate the Company's business operations as appropriate and to make decisions that are independent of the Company's management.

These guidelines, along with the charters of the committees of the Board, describe the Board’s framework for the governance of the Company. The Board will continue to assess the appropriateness and efficacy of these guidelines, which are subject to change as the Board deems appropriate in the best interests of the Company or as required by applicable laws and regulations.  The Nominating and Corporate Governance Committee reviews these guidelines at least annually and recommends changes to the Board as appropriate.

Jump to the following sections:

Board Overview
Board Responsibilities
Board Composition/Membership Criteria
Committees of the Board
Board and Committee Operations
Board and Executive Compensation Program
Policies and Guidelines

I. Board Overview.  The Company’s employees conduct the daily operations under the direction of the chief executive officer (CEO) and the Company management to grow the value of the Company. The Board, elected by shareholders, assumes the role of oversight, with the goal of enhancing long-term value for shareholders and to see that the long-term interests of the shareholders are being served. Both the Board and management recognize that the long-term interests of the Company are advanced by responsibly addressing the concerns of other constituencies, including employees, customers, suppliers and the communities in which the Company operates.

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II. Board Responsibilities.  Shareholders elect the Board to oversee management and see that the interests of the shareholders are being served. Specifically, the Board performs several valuable functions described below.

A. Review and Approve the Company’s Strategic Direction, Annual Operating Plan and Major Corporate Actions.  Each year, the Board and the senior management team participate in a meeting at which major long-term strategies and financial and other objectives and plans are discussed and approved. Annually the Board reviews and approves an operating plan for the Company. On an on-going basis, the Board reviews and approves all major corporate actions. The Board also reviews political, regulatory and economic trends and developments that may have an impact on the Company.

B. Monitor the Company's Performance.  Throughout the year, the Board monitors the Company’s performance against its annual operating plan and against the performance of its peers. On a regular basis at Board meetings and through periodic updating, the Board reviews the Company’s financial performance with a particular focus on peer and competitive comparisons. These reviews include the views of management, as well as those of key investors and securities analysts.

C. Evaluate the Performance of the Company and the CEO.  The CEO is the highest-ranking member of the management team. As such, he or she is accountable to the Board for the Company’s management and performance. Annually, the CEO meets with the Nominating and Corporate Governance Committee to discuss the overall performance and direction of the Company.

The non-management directors meet separately, at least annually, to evaluate the Company’s direction and performance and to discuss the individual performance of the CEO following an evaluation by the Compensation Committee.  The results of this evaluation are provided to the CEO.

D. Review and Approve CEO and Senior Management Succession Planning.  The Board understands the importance of orderly succession planning within the Company. The Compensation Committee performs an annual assessment of the CEO’s and senior managements’ succession planning and the development plans in place to prepare potential successors. The Nominating and Corporate Governance Committee also evaluates the contingency plans for interim succession for the CEO and CFO in the event of an unexpected occurrence.

E. Advise and Counsel Management.  Advice and counsel to management occurs both through formal Board and Board Committee meetings and through informal, individual directors’ contacts with the CEO and other members of management at various levels throughout the Company.

F. Oversee Ethical and Legal Compliance.  The Board, directly and through its Committees, oversees ethical and legal compliance by seeing that the processes are in place for maintaining integrity throughout the Company – including the integrity of the financial statements and the integrity of compliance with laws and ethics and with the Company’s Code of Business Conduct and Ethics.

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III. Board Composition/Membership Criteria.  The following describes how the Company determines the size of its Board and membership criteria.

A. Board Size and Independence.  While the Company’s charter permits a Board size of up to 15 directors, the Company currently has 10 directors. The Board annually determines the number of directors that will constitute the Board for the following year. The Company’s shareholders elect each of the directors annually for a one-year term.

The Board believes that as a matter of good corporate governance, and consistent with applicable laws, rules and regulations, the Board should consist of a substantial majority of independent directors.  In no event will the Board consist of less than a majority of independent directors.  A director qualifies as independent for purposes of service on the Board and its committees if the Board has determined that the director meets the definition of “independent director” in the listing standards of The NASDAQ Stock Market LLC (“NASDAQ”).  To be independent under the NASDAQ listing standards, a director may not have any of a series of prohibited relationships (such as being an employee of the Company), and the director may not have any relationship which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

B. Board Membership Criteria.  Each director is nominated to stand for election based on his or her professional experience, recognized achievement in his or her respective field and the willingness to make the commitment of time and effort required. Each director should possess good judgment, strength of character and an independent mind. Each director must also possess a reputation for integrity and personal and professional ethics.  The Nominating and Corporate Governance Committee reviews the qualifications and contributions of directors in considering whether they should be nominated for re-election to the Board and makes recommendations to the Board regarding whether they should stand for re-election.

C. Board Leadership.  The Board believes that the offices of the Chairman and the CEO should be vested in two different people, unless it is in the best interests of the Company that the same person hold the offices.  Currently, separate people hold the offices of Chairman and CEO.

In addition, the Chairman of the Nominating and Corporate Governance Committee has been appointed as the Lead Independent Director. The Lead Independent Director coordinates the activities of the other Non-management Directors, presides over meetings of the Board at which the Chairman of the Board is not present and each executive session, serves as liaison between the Chairman of the Board and the independent directors, approves meeting schedules and agendas for the Board, has authority to call meetings of the independent directors, and is available for consultation and direct communication if requested by major shareholders. 

D. Service by Directors on Other Boards and Other Audit Committees. 

Other Public Company Boards: Directors are required to inform the Chairman of the Nominating and Corporate Governance Committee prior to joining the board of another public company so that any potential conflicts or other issues are carefully considered. The Nominating and Corporate Governance Committee will specifically consider the impact on a director’s ability to discharge his or her duties to the Company. The Company does expect all directors to devote sufficient time and effort to their duties as a Company Board member. This factor is considered in the annual individual director evaluation process.

Non-management Directors.  Non-management directors are limited to service on four public company boards, in addition to service on the Company’s board.

Other Public Company Audit Committees: As a general rule, the Company’s non-management directors are expected to serve on not more than three other public company audit committees.

Service by CEO on Other Boards:  Our CEO is limited to service on one public company board, in addition to service on the Company’s board. The CEO is required to advise the Nominating and Corporate Governance Committee prior to accepting an invitation to serve on the board of another public company. The CEO may not serve on the board of a company at which a director of the Company serves as an officer.

E. Directors with Significant Job Changes.  Any director who retires from his or her present employment, or who materially changes his or her position, must submit an offer of resignation from the Board to the Nominating and Corporate Governance Committee.  The Nominating and Corporate Governance Committee would then evaluate whether the individual continues to satisfy the Board's membership criteria in light of his or her new occupational status, and make a recommendation to the Board for its decision as to whether or not to accept the director’s resignation. 

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IV. Committees of the Board.  The Board oversees all decisions of major importance at the Company; however, the Board has established four standing committees to govern issues in greater depth.   The Company’s standing committees include the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee, and the Strategic and Financial Transactions Committee. Members of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee must meet the independence standards set forth in the NASDAQ listing standards, as determined by the Board of Directors.  In addition, members of the Audit Committee must meet heightened standards of independence applicable to audit committee members under the NASDAQ listing standards, as determined by the Board.  Each committee reports regularly to the Board.  The Board may, from time to time, form a new committee or disband a current committee depending on the circumstances.

Additionally, each committee annually conducts a review and evaluation of the performance of such committee and its members, including the committee’s compliance with its charter. The Company publishes the committee charters on its web site.

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V. Board and Committee Operations.

A. Board Meetings and Director Attendance.  The Company’s Board meets at least four times per year in regularly scheduled meetings, but meets more often if necessary. The Chairman of the Board presides at meetings of the Board, if present, or in his absence, the Lead Independent Director. 

B. Strategic Planning.  Annually, the Board conducts a meeting with senior management to review the Company’s strategic plan, goals and objectives. Each director is expected to attend both scheduled and special meetings, except if unusual circumstances make attendance impractical. 

C. Board Meeting Agendas.  The Chairman establishes a preliminary agenda for each Board meeting. Any director may request items to be included on the agenda. The Lead Independent Director approves the final draft agenda prior to each quarterly Board meeting.

While the Board believes that a carefully planned agenda is important for effective Board meetings, the agenda is flexible enough to accommodate new developments. Ample time is scheduled at each Board meeting for full discussion of important matters. Agendas, in addition to including financial and operating reports, also include other reports, such as current issues that could affect the Company’s short- and/or long-term strategy and business, critical measures and comparisons, and other types of presentations that could enhance a director’s perspective on various matters. Management presentations are scheduled to permit a substantial portion of Board meeting time to be available for discussion and comments.

D. Executive Sessions.  To promote free and open discussion and communication among the independent directors, the Board reserves time at each regular Board meeting for the independent directors to meet in executive session without management present.  The Lead Independent Director chairs executive sessions. 

E. Information Flow to the Board.  Board members receive agendas and other information in advance of Board meetings so they will have an opportunity to prepare for discussion of the items at the meeting, unless timing considerations or the sensitive nature of an issue require that materials be presented only at the Board meeting. Each director is expected to review this information in advance of the meeting to facilitate the efficient use of meeting time. In preparing this information, management strives to ensure that the materials distributed are as concise as possible yet give directors sufficient information to make informed decisions.

Information is provided from a variety of sources, including management reports, a comparison of performance to operating and financial plans, reports on the Company’s stock performance and operations prepared by third parties, and articles from various business publications.

As appropriate, significant items requiring Board approval may be reviewed in one or more meetings and voted upon in subsequent meetings, with the intervening time being used for clarification and discussion of relevant issues.

F. Regular Attendance of Non-Directors at Board Meetings.  At each meeting, Company senior executives report to the Board on their respective areas of responsibility. At times, other Company personnel are asked to make specific presentations to the Board.

G. New Director Orientation.  The Company’s new directors are required to attend an orientation session, which includes receiving and reviewing extensive materials relative to the Company’s business and operations including, but not limited to, financial statements and corporate structure and governance.  Incumbent directors are invited to attend such orientation meetings.   To familiarize themselves with the Company’s manufacturing processes, new directors are encouraged to visit a Company design center and manufacturing facility, as reasonably practicable and within a reasonable amount of time of joining the Board.  The Company reimburses new director orientation travel expenses.

H. Ongoing Director Education.  The Company is supportive of its directors attending outside director education programs, and will, upon authorization of the Chairman of the Nominating and Corporate Governance Committee, reimburse directors for their reasonable expenses related to attendance at appropriate outside director education programs.  

I. Evaluations.  The Board, through the Nominating and Corporate Governance Committee, oversees the Company's process for the evaluation of the Board and the CEO on an annual basis.  The Company's individual committees conduct annual self-evaluations, and the results are reviewed with the Nominating and Corporate Governance Committee and the Board.  The Nominating and Corporate Governance Committee annually evaluates the performance of individual directors.

J. Other Committee Qualifications.  The qualifications of individual committee members are reviewed annually for compliance with the various regulatory requirements mandated for the members of each particular committee. The Nominating and Corporate Governance Committee recommends the members of the committees to the Board.

K. Committee Agendas.  The committee secretary, in consultation with the committee chairman, prepares committee agendas. Annual recurring events for each committee are circulated each year and used as preliminary agenda items. All committee members are free to include additional items on an agenda.
 
L. Outside Advisors.  The Board and its committees have the right, at any time, to retain outside financial, legal, accounting or other advisors or consultants.

M. Communications with Directors.  The Annual General Meeting of Shareholders provides an opportunity each year for the shareholders to ask questions of, or otherwise communicate directly with, members of the Board on matters relevant to the Company. In addition, shareholders and other interested parties may communicate with any or all of our directors, including the Lead Independent Director and/or the non-management or independent directors as a group, by transmitting correspondence by mail or by facsimile as follows:

Board of Directors (or named Director)
c/o Corporate Secretary
Seagate Technology
920 Disc Drive
Scotts Valley, CA 95066
Fax: (831) 438-6675

The Corporate Secretary shall transmit communications as soon as practicable to the identified director addressee(s), unless there are legal or other considerations that mitigate against further transmission of the communication, as determined by the Corporate Secretary. In that regard, certain items that are unrelated to the duties and responsibilities of the Board will not be forwarded by the Corporate Secretary, such as:

• business solicitations or advertisements;
• junk mail and mass mailings;
• new product suggestions;
• product complaints;
• product inquiries;
• resumes and other forms of job inquiries;
• spam; and
• surveys.

In addition, material that is unduly hostile, threatening, illegal or similarly unsuitable will be excluded, with the provision that the Board or individual directors so addressed are advised of any communication withheld for legal or other considerations as soon as practicable.

N. Reporting of Concerns Regarding Accounting, Internal Controls or Auditing Matters.  The Audit Committee has procedures in place to receive, retain and treat complaints received regarding accounting, internal accounting controls or auditing matters and to allow for the confidential and anonymous submission by anyone of concerns regarding questionable accounting or auditing matters. These procedures, including the Ethics Helpline telephone numbers, may be found on the Company’s website at http://www.seagate.com/www/en-us/about/investor_relations/corporate_governance/ethics_helpline/.

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VI. Board Compensation Program.  The Company attempts to maintain a fair and straightforward compensation program at the Board level, which is designed to be competitive with compensation programs from comparable companies.

A. Director Compensation
The Company’s Compensation Committee recommends and administers the policies that govern the level and form of director compensation, with oversight from the independent directors.

The Company’s Compensation Committee believes that a substantial portion of the total director compensation package should be in the form of the Company common shares and share equivalents in order to better align the interests of the Company’s directors with the long-term interests of its shareholders.

B. Share Ownership Requirements. 
Directors.
The Company requires that each of its non-management directors establish and maintain ownership of a minimum of 10,000 shares of the Company during their tenure with the Company’s Board. Shares that satisfy the ownership requirement may be any combination of the following: shares purchased on the open market; shares obtained through stock option exercises; or restricted share units (when vested). Incumbent non-management directors as of September 2006 have until December 31, 2008 to meet the share ownership requirement.  Non-management directors appointed or elected after September 2006 have three years from their appointment or election date to achieve the share ownership requirement.  All share transactions must be made in compliance with the Company’s Securities Trading Policy. The requirements may be waived, at the discretion of the Nominating and Corporate Governance Committee, if compliance would create severe hardship or prevent a director from complying with a court order, as in the case of a divorce settlement. It is expected that these instances will be rare.

Officers.
In April 2008, the Company adopted stock ownership guidelines for its CEO, CFO, and other Named Executive Officers (NEOs).  The guideline for ownership is based on the fair market value of shares owned at the end of each fiscal year compared against a multiple of annual  salary.  The salary multiple is 5X for the CEO, 4X for the President and COO, and 3X for other NEOs.   The guidelines help ensure that our senior executives maintain an equity stake in the Company and, by doing so, link their interests with those of other shareholders. Shares directly or indirectly owned (for example through a trust) by the executive, along with unvested shares, count toward the stock ownership guidelines. Option Awards and unvested Performance Share Awards do not count toward the guidelines.  Executive officers are expected to achieve the ownership levels within five years of becoming a NEO. Current NEOs are expected to meet the guidelines within four years following implementation. Executives are measured against the guideline on the last day of each fiscal year with results reported to the Compensation Committee, which will consider each executive’s success in meeting the guidelines when determining future grant awards.

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VII.  Availability of Governance Documents.  Copies of the current version of these Corporate Governance Guidelines, the Company's Code of Business Conduct and Ethics, and the charter of each standing committee of the Board is posted on the Company's internet website. Click here to request a written copy of these documents.

As amended by the Board of Directors on October 30, 2008