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Da: Comitato Aziendale Europeo, Relazioni Internazionali; Retribuzione; Controllo a distanza, trattamento dei dati personali; Documents in English

Management Response to the EWC's Opinion

IBM EWC Regular Meeting May 2011

IBM management has read closely and taken good note of the EWC's Opinion.

Trust, inclusion and respect are, indeed, fundamental values in IBM and we believe that faithfulness to our values is a major contributory factor to IBM's success over the last 100 years and to continued success and growth in the future.

Returning value to our investors, through our EPS performance and objective, is in no way incompatible with our sustained focus on maintaining a work environment for employees in which they succeed and find reward and satisfaction.

We take good note of the EWC's comment and request on GDP payments and on PBC. As explained in the meeting, senior executive compensation is based on a broader set of criteria than employee variable pay and is fully described in published information. We remind the EWC that IBM's Centennial is marked by a special equity grant for employees.

IBM's change in approach to employee surveys and the manager feedback program in no way signals a loss of interest in dialogue with, or feedback from, employees. New technologies, such as jams and social networks, give new opportunities for such dialogue and on a more proactive and forward-looking basis than traditional opinion surveys. We retain a capability to run surveys to meet the specific needs and focused on business units. We note the EWC's comment on the employee advisory panel concept.

On EWC membership, we have explained IBM's position in previous discussions with the EWC. Our negotiated Agreement defines the process for country membership and we will continue to follow and respect what we have negotiated together.

IBM respects data privacy as an important aspect of our internal values and conducts. Not only have we implemented measures to ensure that new tools and requests are in compliance with data privacy rules and the rights of employee representatives. We have also implemented IBM-wide data privacy policies to ensure that a protection of these important values is guaranteed in all countries. We refer to corporate policy 130 IBM data privacy policies; and Corporate Instruction HR 113, Protection of employee information. All employees are responsible for understanding and following these principles, as laid out in the Business Conduct Guidelines, Sec. 3.3. However, we propose to invite an expert on data privacy to come again to the EWC at the next regular meeting to discuss the points mentioned in depth.

In conclusion, let me repeat my appreciation for the EWC's constructive contributions as we look forward to continuing our dialogue in the spirit of cooperation in future meetings.

On behalf of IBM Management,

Tim Stevens,

EWC Chairman

May 19, 2011