Circuit City 2002 Annual Report Download - page 48

The purpose of the Nominating/Corporate Governance Committee (the “Committee”) of the Board of Directors (the
“Board”) of Systemax Inc. (the “Company”) is to perform the functions described below under “Committee Goals and
Responsibilities”.
Committee Goals and Responsibilities
The goals and responsibilities of the Committee are to:
Committee Membership
The Committee shall consist of at least three members of the Board. The members of the Committee shall be appointed
by the Board, and shall serve at the pleasure of the Board for such term or terms as the Board may determine.
Committee Structure and Operations
A majority of the Committee shall constitute a quorum. The Board shall designate a member of the Committee as its
chairperson. The Committee may act by a majority of the members present at a meeting of the Committee. In the event
of a tie vote on any issue, the chairperson’s vote shall decide the issue. The Committee shall meet in person or
telephonically at least once a year at a time and place determined by the Committee chairperson, with further meetings
to occur when deemed necessary or desirable by the Committee or its chairperson. The Committee may delegate some
or all of its duties to a subcommittee comprising one or more members of the Committee. The Committee may ask
members of management or others whose advice and counsel are relevant to the issues then being considered by the
Committee to attend any meetings and to provide such pertinent information as the Committee may request. The
Committee shall report to the Board at least once a year.
Performance Evaluation
1. Identify individuals qualified to become Board members, and to recommend that the Board select the
director nominees to stand for election as directors at any meeting of stockholders and to fill any
vacancy, however created, in the Board. In nominating candidates, the Committee shall take into
consideration such factors as it deems appropriate, such as the experience, skill and background of
the candidates. The Committee may consider candidates proposed by management, but is not
required to do so;
2.
Identify, and recommend for appointment by the Board, Board members qualified to fill vacancies on
any committee of the Board, including the Committee. In nominating a candidate for committee
membership, the Committee shall take into consideration the factors set forth in the charter of such
committee, if any, as well as any other factors it deems appropriate;
3. Develop and recommend to the Board a code of business conduct and ethics applicable to the
Company, and to review the code at least once a year;
4. Develop and recommend to the Board a set of corporate governance principles applicable to the
Company, and to review those principles at least once a year. Such principles shall include, at a
minimum, the following subjects: (i) director qualification standards, (ii) director responsibilities, (iii)
director access to management and, as necessary and appropriate, independent advisors, (iv) director
compensation, (v) director orientation and continuing education, (vi) management succession, and
(vii) annual performance evaluation of the Board;
5.
Prepare and deliver to the Board the evaluation required under "Performance Evaluation" below;
6. Pursuant to procedures established by the Committee, exercise oversight of the evaluation of the
Board and management; and
7. Carry out other duties or responsibilities expressly delegated to the Committee by the Board from
time to time relating to the nomination of Board and committee members and corporate governance.