Circuit City 2002 Annual Report Download - page 46

principles, and major issues as to the adequacy of the Company’s internal controls and any special audit steps adopted
in light of material control deficiencies; (ii) analyses prepared by management and/or the independent auditor setting
forth significant financial reporting issues and judgments made in connection with the preparation of the financial
statements, including analyses of the effects of using alternative methods under generally accepted accounting
principles (“GAAP”) on the financial statements; (iii) the effect of regulatory and accounting initiatives, as well as off-
balance sheet structures, on the financial statements of the Company; and (iv) earnings press releases (paying particular
attention to any use of “pro forma,” or “adjusted” non-GAAP, information), as well as financial information and
earnings guidance provided to analysts and rating agencies.
Resources and Authority of the Committee
In discharging its oversight responsibilities, the Committee shall have unrestricted access to the Company’s
management, books and records and the authority to retain outside counsel, accountants or other consultants in the
Committee’
s sole discretion. The Committee may direct any officer of the Company, the independent auditor and/or the
Company’s internal audit staff to inquire into and report to the Committee on any matter.
Nothing contained in this charter is intended to, or should be construed as, creating any responsibility or liability of the
members of the Committee except to the extent otherwise provided under applicable Delaware law which shall
continue to set the legal standard for the conduct of the members of the Committee.
Adopted February 28, 2003
Exhibit 99.2
COMPENSATION COMMITTEE CHARTER
FOR
SYSTEMAX INC.
Purpose of Committee
The purpose of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Systemax
Inc. (the “Company”) is (i) to perform the functions described below under “Committee Duties and Responsibilities”
in
order to discharge the Board’s responsibilities relating to compensation of the Company’s executives and (ii) to
produce an annual report on executive compensation for inclusion in the Company’s proxy statement, in accordance
with applicable rules and regulations.
In pursuing its purpose the Committee shall ensure that a proper system of long-term and short-
term compensation is in
place for management, and that compensation plans are appropriate and competitive and properly reflect the objectives
and performance of management and the Company.
Committee Duties and Responsibilities
The Committee’s duties and responsibilities are to:
1. Review and approve corporate goals and objectives relevant to the compensation of the Chief
Executive Officer and, after an evaluation of the Chief Executive Officer's performance in light of
those goals and objectives, set the compensation of the Chief Executive Officer. In determining the
long-
term incentive component of the Chief Executive Officer's compensation, the Committee should
consider, among other factors, the Company's performance and relative shareholder return, the value
of similar incentive awards for chief executive officers at comparable companies and the awards
given to the Chief Executive Officer in past years;
2.
Review, and make periodic recommendations to the Board with respect to, the general compensation,
benefits and perquisites policies and practices of the Company, including, without limitation, the
Company's incentive-compensation plans and equity-based compensation plans. In circumstances in
which equity- based compensation plans are not subject to shareholder approval, such plans shall be