Tech Data 2013 Annual Report Download - page 137

Table of Contents
Related Person Transactions
Management and the Audit Committee of the Board review all potential related person transactions. The Audit Committee is mandated by its
charter to review and determine whether to approve related person transactions and has adopted a policy for such review. Management and the
Audit Committee look to the rules of NASDAQ and of the SEC to determine what transactions may be considered to be of concern and apply these
rules as the standard to determine whether a transaction or relationship would be permitted. Potential transactions or circumstances that may qualify
as a related person transaction are reported to the Disclosure Committee of the Company and reviewed by the Audit Committee. The Audit
Committee may approve, disapprove, or ratify a transaction and may issue conditions to ensure the transaction is conducted in a fair manner,
consistent with the best interests of the Company and its shareholders.
Detailed questions are posed annually to the executive officers of the Company and to all members of the Board that require disclosure of any
relationship or transaction that may be a related person transaction. These questionnaire responses are reviewed by management and disclosures are
analyzed and reported to the entire Board. Potential issues are investigated. Related person transactions, if any, would be reviewed for the
determination made by the Board annually with respect to the independence of the Board member.
During fiscal 2013, the Company had no related person transactions requiring disclosure under Item 404(a) of Regulation S-K under the Exchange
Act. We note that Robert M. Dutkowsky, Jeffery P. Howells and Steven A. Raymund are members of the Board and employees of the Company.
Mr. Dutkowsky’s and Mr. Howells’ compensation is disclosed in the "Summary Compensation Table " . Mr. Raymund’s position with the
Company is as a part-time, non-executive employee. He receives a salary and equity awards as a part-time employee but does not receive a cash
incentive. Mr. Raymund’s compensation and benefit amounts that he received as a part-time employee of the Company are reported in the "Fiscal
2013 Board of Directors’ Compensation Table" and were approved by the independent members of the Board.
Governance and Nominating Committee
The Board has a standing Governance and Nominating Committee. The members of the Committee are Thomas I. Morgan (Chair), Charles E.
Adair, Harry J. Harczak, Jr., Kathleen Misunas, Patrick G. Sayer, Savio W. Tung and David M. Upton. Mr. Ardelt was also a member of this
Committee through his retirement on May 30, 2012. All members are independent as defined by Rule 5605(a)(2) of the listing requirements of
NASDAQ.
The Audit Committee selected Ernst & Young LLP (“Ernst & Young”) to serve as our independent registered certified public accounting firm
(“independent accounting firm”) for fiscal 2014. In selecting the independent accounting firm, the Audit Committee considers the firm’s
independence; the quality, responsiveness, and expertise of the engagement team; the firm’s experience, leadership, structure, and compliance and
ethics programs; the record of the firm in regulatory, litigation, and accounting matters; the firm’s financial strength; the performance on prior
audits and engagements; and the appropriateness of the fees charged. Ernst & Young has been engaged as the Company’s independent accounting
firm beginning with fiscal 2001. The global coordinating partner was changed in fiscal 2011 in accordance with the SEC’s partner rotation rules,
and the local engagement partner was changed in fiscal 2013.
Representatives of Ernst & Young attended all meetings of the Audit Committee in fiscal 2013. The Audit Committee pre-approves and reviews
audit and non-audit services performed by Ernst & Young as well as the fees charged by Ernst & Young for such services. In its pre-approval and
review of non-
audit service fees, the Audit Committee considers, among other factors, the possible effect of the performance of such services on the
accounting firm’s independence. To avoid potential conflicts of interest in maintaining auditor independence, the law prohibits a publicly traded
company from obtaining certain non-audit services from its independent accounting firm. We have not obtained any prohibited services from
Ernst & Young. For additional information and details concerning the Audit Committee and its activities with Ernst & Young, see Report of the
Audit Committee.
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ITEM 13.
Certain Relationships and Related Transactions, and Director Independence.
ITEM 14.
Principal Accountant Fees and Services.