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Corporate Governance Highlights

The board of directors ensures the soundness of policies and the overall direction of the company. The board has focused on continuing to build upon Wachovia’s strong corporate governance practices, and over the years Wachovia has adopted the various corporate governance enhancements highlighted below. In 2003, the board adopted corporate governance guidelines, which formalize Wachovia’s corporate governance policies and practices.

Among the first companies in the nation to expense the cost of employee stock options
Increased reliance on stock-based compensation for senior management and the board
Established stock ownership and long-term retention requirements for executive managers and board members
Designated lead independent director as liaison between the independent directors and the board chairman
Reduced size of the board from 27 members in 1999, with 17 directors currently serving
Established at least three times a year for independent directors to meet in executive sessions with no management present
Amended Wachovia's articles of incorporation to elect all directors annually and to provide for majority voting in uncontested director elections
Adopted a policy that requires shareholder approval of future severance agreements for executive officers that would provide for benefits above certain limits
Separated the positions of chief executive officer and chairman

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