Circuit City 2008 Annual Report Download - page 78

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Exhibit 99.3
NOMINATING/CORPORATE GOVERNANCE COMMITTEE CHARTER
FOR
SYSTEMAX INC.
(revised February 23, 2009)
Purpose of Committee
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:
1.
Identify individuals qualified to become Board members, recommend that the Board select the director nominees to stand for
election as directors at any meeting of stockholders and 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;