CompUSA 2010 Annual Report Download - page 14

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11
CORPORATE GOVERNANCE
Independence of Directors
In connection with its annual review of director independence, the Board has determined that each of the
following Directors or nominees of the Company meets the standards for independence required by the New York
Stock Exchange and Securities and Exchange Commission rules: Robert D. Rosenthal, Stacy S. Dick and Marie
Adler-Kravecas. The Board made this determination based on (a) the absence of any of the express disqualifying
criteria relating to director independence set forth in Section 303A of the Corporate Governance Rules of the New
York Stock Exchange and (b) the criteria for independence required of audit committee directors by Section
10A(m)(3) of the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act.
Although the Board has not adopted categorical standards of materiality for independence purposes (other
than those set forth in the NYSE listing standards and the Exchange Act), information provided by the Directors to
the Company did not indicate any relationships (e.g., commercial, industrial, banking, consulting, legal, accounting,
charitable, or familial) which would impair the independence of any of the non-employee Directors. The Board has
determined that there is no material relationship between the Company and each of Mr. Rosenthal, Mr. Dick and
Ms. Adler-Kravecas (directly or as a partner, stockholder, or officer of an organization that has a relationship with
the Company) and that each of them is independent pursuant to the NYSE listing standards . In making its
determination, the Board took into consideration that a private partnership, in which Messrs. Richard, Robert and
Bruce Leeds are general partners, has invested funds with a private investment firm, of which Robert D. Rosenthal is
Chairman and CEO. The Board (in each case with Mr. Rosenthal and Messrs. Richard, Robert and Bruce Leeds
being recused) determined that such relationship was not material to Messrs. Richard, Robert and Bruce Leeds
individually or collectively or to Mr. Rosenthal.
As a “controlled company,” the Company is exempt from the New York Stock Exchange requirement that
listed companies have a majority of independent directors. A “controlled company” is defined by the New York
Stock Exchange as a company of which more than 50% of the voting power for the election of directors is held by
an individual, group or other company. The Company is a “controlled company” in that more than 50% of the
voting stock for the election of directors of the Company, in the aggregate, is owned by certain members of the
Leeds family (including Richard Leeds, Robert Leeds and Bruce Leeds, each of whom is an officer and Director of
the Company) and certain Leeds’ family trusts (collectively, the “Leeds Group”). The members of the Leeds Group
have entered into a Stockholders Agreement with respect to certain Shares they each own. See “Transactions With
Related Persons” below.
Meetings of Non-Management Directors
The New York Stock Exchange requires the “non-management directors” or independent directors of a
NYSE-listed company to meet at regularly scheduled executive sessions without management and to disclose in
their annual proxy statements (1) the name of the non-management director who is chosen to preside at all regularly-
scheduled executive sessions of the non-management members of the board of directors and (2) a method for all
interested parties to communicate directly with the presiding director or with the non-management directors as a
group (this method is described below under “Communications with Directors”). The Board’ s non-management or
independent directors meet separately in executive sessions, chaired by the Lead Independent Director (currently
Robert D. Rosenthal), at least quarterly.
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 . The Corporate Governance Guidelines were last amended
in April 2010.
Our Corporate Governance Guidelines establish our corporate governance principles and practices on a
variety of topics, including the responsibilities, composition and functioning of the Board. The
Nominating/Corporate Governance Committee assesses the Guidelines annually and makes recommendations to the