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Exhibit 99.1
AUDIT COMMITTEE CHARTER
FOR
SYSTEMAX INC.
(revised February 23, 2009)
Purpose of Committee
The purpose of the Audit Committee (the “ Committee ”) of the Board of Directors (the “ Board ”) of Systemax Inc. (the “ Company ”) is to
(a) assist the Board with oversight of (i) the integrity of the Company’s financial statements, (ii) the Company’s compliance with legal and
regulatory requirements, (iii) the Company’s independent auditor’s qualifications and independence, and (iv) the performance of the Company’s
internal audit function and independent auditors; and (b) prepare the report that U.S. Securities and Exchange Commission rules require be
included in the Company’s annual proxy statement.
The function of the Committee is oversight. It is not the Committee’s responsibility to certify the Company’
s financial statements or to guarantee
the report of the independent auditor. The Company’s management is responsible for the (i) preparation, presentation and integrity of the
Company’
s financial statements, (ii) maintenance of appropriate accounting and financial reporting principles and policies, and (iii) maintenance
of internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The
independent auditor is responsible for planning and carrying out a proper audit and reviews. In fulfilling their responsibilities hereunder, it is
recognized that members of the Committee are not full-time employees of the Company. As such, it is not the duty or responsibility of the
Committee or its members to conduct auditing or accounting reviews or procedures, except to the extent described below under “Performance
Evaluation”.
Each member of the Committee shall be entitled to rely on (i) the integrity of those persons and organizations within and outside the Company
from which it receives information and (ii) the accuracy of the financial and other information provided to the Committee by such persons and
organizations absent actual knowledge to the contrary (which shall be promptly reported to the Company’s Board). In addition, the evaluation of
the Company’s financial statements by the Committee is not of the same scope as, and does not involve the extent of detail as, audits performed
by the independent auditor, nor does the Committee’s evaluation substitute for the responsibilities of the Company’s management for preparing,
or the independent auditor for auditing, the financial statements.
Committee Duties and Responsibilities
The duties and responsibilities of the Committee are to:
1.
Retain and terminate the Company’s independent auditors (subject, if applicable, to shareholder ratification). The Committee
shall conduct a re-proposal for the