CompUSA 2010 Annual Report Download - page 15

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Board on any changes to implement. Our Guidelines address, among other things:
• the role and functions of our Board of Directors and management;
• director qualifications, including our director independence standards and director nomination and
selection;
• the requirement to hold separate executive sessions of the independent directors;
• the conduct of Board meetings;
• policies for setting director compensation;
• director orientation and continuing education;
• policies regarding director access to management, employees and independent advisors; and
• the annual self-assessment of the Board to evaluate the effectiveness.
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 ). We intend to disclose on our website, in accordance with applicable
laws and regulations, amendments to, or waivers from, our Corporate Ethics Policy. Our Corporate Ethics Policy
was last amended in March 2010.
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 or send an
email to [e-mail]. Your letter or email 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, including non-stockholders 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, including non-stockholders 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 Stacy
S. Dick, Audit Committee Chairman, 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 11, 2010, three Directors attended the meeting, including the
Chairman of the Board and the Lead Independent Director. The Company does not have a policy with regards to
Directors’ attendance at annual stockholder meetings.