Ingram Micro 2002 Annual Report Download - page 15

processes and key leader succession plan, and work environment assessment and improvement. The Committee’s primary administrative
function is to assist Ingram Micro in attracting, retaining and motivating our executive officers through its responsibility for establishing
the compensation of all executive officers and administering all stock related compensation plans. In fiscal 2001, the Committee held
nine meetings and acted by written consent on one occasion.
Audit Committee. Our Bylaws require that the Audit Committee be comprised of three directors, a majority of whom must be
independent directors. In addition, the New York Stock Exchange requires that (1) all of the members of the Audit Committee be
independent, (2) all of the members of the Audit Committee “be able to read and understand fundamental financial statements, including
a company’s balance sheet, income statement, and cash flows statement,” and (3) one of the members have “past employment experience
in finance or accounting, requisite professional certification in accounting, or any other comparable experience or background which
results in the individual’s financial sophistication, including being or having been a chief executive officer, chief financial officer or
other senior officer with financial oversight responsibilities.” The current members of the Audit Committee meet the requirements of the
New York Stock Exchange and our Bylaws. The primary functions of the Audit Committee are to recommend annually to the Board of
Directors the appointment of our independent auditors, discuss and review in advance the scope of and the fees to be paid in connection
with the annual audit and review the results of the audit with our independent auditors, monitor the independence and performance of our
independent auditors, review our company’s compliance with existing major accounting and financial reporting policies, review the
adequacy of our financial organization, and review management’s procedures and policies relating to the adequacy of our internal
accounting controls and compliance with applicable laws relating to accounting practices, review our draft annual financial statements
and other key accounting and/or reporting matters, and the activities and recommendations of our internal audit department. In addition,
the Audit Committee is required to prepare a report to shareowners for inclusion in Ingram Micro’s annual proxy statement (see pages 16
to 17). The Audit Committee held six meetings during fiscal 2001.
Nominating Committee. Our Bylaws require that the Nominating Committee be comprised of two directors designated by the Ingram
Family Stockholders and a director designated by our Chief Executive Officer. The Committee is responsible for soliciting
recommendations for candidates for the Board of Directors, developing and reviewing background information for candidates, making
recommendations to the Board regarding such candidates, reviewing and making recommendations to the Board with respect to
candidates for directors proposed by shareowners, and designating members of Board committees. Any shareowner wishing to propose a
nominee should submit a recommendation in writing to our Corporate Secretary, indicating the nominee’s qualifications and other
relevant biographical information and providing confirmation of the nominee’s consent to serve as a director. The Committee held four
meetings during fiscal 2001.
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