CompUSA 2008 Annual Report Download - page 12

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KL2 2600873.8
Corporate Governance Guidelines
The Company has adopted Corporate Governance Guidelines, which are available on the Corporate Governance page of our
website at www.systemax.com. A copy can also be obtained by writing to Systemax Inc., Attention: Board of Directors (Corporate
Governance), 11 Harbor Park Drive, Port Washington, NY 11050.
Corporate Ethics Policy
The Company has adopted a Corporate Ethics Policy that applies to all employees of the Company including the Company’ s Chief
Executive Officer, Chief Financial Officer and Controller, its principal accounting officer. The Corporate Ethics Policy is designed to
deter wrongdoing and to promote honest and ethical conduct, compliance with applicable laws and regulations, full and accurate
disclosure of information requiring public disclosure and the prompt reporting of Policy violations. The Company’ s Corporate Ethics
Policy is available on the Company’ s website (www.systemax.com). A copy can also be obtained by writing to Systemax Inc.,
Attention: Board of Directors (Corporate Governance), 11 Harbor Park Drive, Port Washington, NY 11050. We intend to disclose on
our website, in accordance with applicable laws and regulations, amendments to, or waivers from, our Corporate Ethics Policy.
Stockholder Communications with Directors
Stockholders of the Company who wish to communicate with the Board or any individual Director can write to Systemax Inc.,
Attention: Investor Relations, 11 Harbor Park Drive, Port Washington, NY 11050. Your letter should indicate that you are a
stockholder of the Company. Depending on the subject matter of your inquiry, management will forward the communication to the
Director or Directors to whom it is addressed; attempt to handle the inquiry directly, as might be the case if you request information
about the Company or it is a stockholder related matter; or not forward the communication if it is primarily commercial in nature or if it
relates to an improper or irrelevant topic. At each Board meeting, a member of management presents a summary of all
communications received since the last meeting that were not forwarded and makes those communications available to any requesting
Director.
Interested parties wishing to communicate directly with the Lead Independent Director or the non-management members of the
Board as a group should address their inquires by mail sent to the attention of Robert D. Rosenthal, Lead Independent Director, at the
Company’ s principal executive office located at 11 Harbor Park Drive, Port Washington, NY 11050. All communications will be
promptly relayed to the appropriate recipient(s).
Interested parties wishing to communicate directly with the Chairman of the Audit Committee or the Audit Committee as a group
should address their inquires by mail to the attention of the Audit Committee at the Company’ s principal executive office located at 11
Harbor Park Drive, Port Washington, NY 11050. All communications will be promptly relayed to the appropriate recipient(s).
Director Attendance at Annual Meetings
At last year’ s annual meeting, held on June 12, 2008, all of the Directors attended the meeting. The Company does not have a
policy with regards to Directors’ attendance at annual stockholder meetings.
Board Meetings
During fiscal year 2008, the Board of Directors held five meetings, the Audit Committee held ten meetings, the Compensation
Committee held four meetings, the Nominating/Corporate Governance Committee held four meetings and the Executive Committee
held no meetings. All of the Directors attended at least 75% of all of the meetings of the Board and the respective committees of the
Board of which they were members.
Committees of the Board
The Board of Directors has the following standing committees:
Audit Committee