NCR's Board of Directors is elected by the stockholders to govern the affairs of the Company. The board selects the senior management team, which is charged with the conduct of the Company's business. Having selected the senior management team, the Board acts as an advisor to senior management and monitors its performance. It reviews the Company's strategies, financial objectives and operating plans. The board also plans for management succession of the Chief Executive Officer, as well as other senior management positions, and oversees the Company's compliance efforts.

To help discharge its responsibilities, the NCR Board of Directors has adopted Corporate Governance Guidelines on significant corporate governance issues. These guidelines, which are attached address such matters as director independence, committee membership and structure, meetings and executive sessions, director selection, retirement, and training, among other things. The board meets regularly in executive session. As provided in the Corporate Governance Guidelines, the Chair of the Committee on Directors and Governance will preside at these executive sessions held in 2005. Stockholders wishing to communicate with the Audit Committee Chair or any of the Company's other non-employee directors may do so by contacting NCR's Corporate Secretary at 1700 S. Patterson Blvd., Dayton, Ohio 45479. The Corporate Secretary will forward any communications as directed by the stockholder.