CompUSA 2008 Annual Report Download - page 13

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KL2 2600873.8
The Audit Committee is appointed by the Board to assist the Board with oversight of (i) the integrity of the financial statements of
the Company, (ii) the Company’ s compliance with legal and regulatory requirements, (iii) the independence and qualifications of the
Company’ s external auditors, and (iv) the performance of the Company’ s internal audit function and external auditors. It is the Audit
Committee’ s responsibility to retain or terminate the Company’ s independent registered public accountants, who audit the Company’ s
financial statements, to prepare the Audit Committee report that the Securities and Exchange Commission requires to be included in the
Company’ s Annual Proxy Statement. (See “Report of the Audit Committee” below.) As part of its activities, the Audit Committee
meets with the Company’ s independent registered public accountants at least annually to review the scope and results of the annual
audit and quarterly to discuss the review of the quarterly financial results. In addition, the Audit Committee receives and considers the
independent registered public accountants’ comments and recommendations as to internal controls, accounting staff, management
performance and auditing procedures. The Audit Committee is also responsible for establishing procedures for (i) the receipt, retention
and treatment of complaints received by the Company regarding accounting, internal accounting controls and auditing matters and (ii)
the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing
matters.
The Audit Committee Charter was amended in February 2009. A copy of the Audit Committee Charter is available on the
Company’ s website, www.systemax.com, or can be obtained by writing to Systemax Inc., Attention: Board of Directors (Corporate
Governance), 11 Harbor Park Drive, Port Washington, NY 11050.
The current members of the Audit Committee are Stacy S. Dick, Robert D. Rosenthal and Ann Leven (Chairperson). Ms. Leven
has informed the Company that she intends to retire from the Board effective as of June 12, 2009, the date of the Annual Meeting. It is
anticipated that if Ms. Adler-Kravecas is elected to the Board at the Annual Meeting, she will serve on the Audit Committee. None of
the current members or nominees of the Audit Committee are officers or employees of the Company. The Committee meets regularly
both with and without management participation. As noted above, in the judgment of the Board, each of the members of the Audit
Committee meets the standards for independence required by the rules of the Securities and Exchange Commission and New York
Stock Exchange. In addition, the Board has determined that Mr. Dick and Mr. Rosenthal are “audit committee financial experts” as
defined by regulations of the Securities and Exchange Commission.
The Company does not have a standing policy on the maximum number of audit committees of other publicly owned companies
on which the members of the Audit Committee may serve. However, if a member of the Audit Committee simultaneously serves on
the audit committee of more than two other publicly-owned companies, the Board must determine whether such simultaneous service
would impair the ability of such member to effectively serve on the Audit Committee. Any such determination will be disclosed in the
Company’ s annual proxy statement.
Nominating/Corporate Governance Committee
The Nominating/Corporate Governance Committee’ s responsibilities include, among other things (i) identifying individuals
qualified to become Board members and recommending to the Board nominees to stand for election at any meeting of stockholders, (ii)
identifying and recommending nominees to fill any vacancy, however created, in the Board, and (iii) developing and recommending to
the Board a code of business conduct and ethics and a set of corporate governance principles (including director qualification standards,
responsibilities and compensation) and periodically reviewing the code and principles. The current members of the
Nominating/Corporate Governance Committee are Robert D. Rosenthal (Chairman), Stacy S. Dick and Ann Leven. It is anticipated that
if Ms. Adler-Kravecas is elected to the Board at the Annual Meeting, she will serve on the Nominating/Corporate Governance
Committee. In nominating candidates to become Board members, the Committee shall take into consideration such factors as it deems
appropriate, including the experience, skill, integrity and background of the candidates. The Committee may consider candidates
proposed by management or stockholders but is not required to do so. The Committee does not have any formal policy with regard to
the consideration of any Director candidates recommended by the security holders or any minimum qualifications or specific procedure
for identifying and evaluating nominees for Director as the Board does not believe that such a formalistic approach is necessary or
appropriate at this time.
The Nominating/Corporate Governance Committee Charter was amended in February 2009. The Nominating/Corporate
Governance Committee Charter is available on the Company’ s website (www.systemax.com) or can be obtained by writing to Systemax
Inc., Attention: Board of Directors (Corporate Governance), 11 Harbor Park Drive, Port Washington, NY 11050.