CompUSA 2007 Annual Report Download - page 10

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5
KL2 2553275.3
received since the last meeting that were not forwarded and makes those communications available to any
requesting Director.
Director Attendance at Annual Meetings
The Company expects each Director to attend its Annual Stockholders Meeting, unless he or she has a valid
excuse such as illness or a conflict in schedules. The Company usually schedules a separate Board meeting in
conjunction with the Stockholders meeting, to elect officers and discuss other Company matters. At last year’s
annual meeting, held on June 7, 2007, all of the Directors attended the meeting. The Company expects all of its
Directors to attend this year’s Annual Meeting.
Board Meetings
During the year 2007, the Board of Directors held four meetings, the Audit Committee held eleven meetings,
the Compensation Committee held six meetings, the Nominating/Corporate Governance Committee held three
meetings and the Executive Committee held no meetings. All of the Directors attended at least 75% of all of the
meetings of the Board and the respective committees of the Board of which they were members.
Committees of the Board
The Board of Directors has the following standing committees:
Audit Committee
The Audit Committee is appointed by the Board to assist the Board with oversight of (i) the integrity of the
financial statements of the Company, (ii) the Company’s compliance with legal and regulatory requirements, (iii) the
independence and qualifications of the Company’s external auditors, and (iv) the performance of the Company’s
internal audit function and external auditors. It is the Audit Committee’s responsibility to retain or terminate the
Company’s independent registered public accountants, who audit the Company’s financial statements, to prepare the
Audit Committee report that the Securities and Exchange Commission requires to be included in the Company’s
Annual Proxy Statement. (See “Report of the Audit Committee” below.) As part of its activities, the Audit
Committee meets with the Company’s independent registered public accountants at least annually to review the
scope and results of the annual audit and quarterly to discuss the review of the quarterly financial results. In
addition, the Audit Committee receives and considers the independent registered public accountants’ comments and
recommendations as to internal controls, accounting staff, management performance and auditing procedures. The
Audit Committee is also responsible for establishing procedures for (i) the receipt, retention and treatment of
complaints received by the Company regarding accounting, internal accounting controls and auditing matters and
(ii) the confidential, anonymous submission by employees of the Company of concerns regarding questionable
accounting or auditing matters.
The Board adopted an Audit Committee Charter in June 2000, which was revised in February 2003 and again in
August 2006. A copy of the Audit Committee Charter is available on the Company’s website, www.systemax.com,
or can be obtained by writing to Systemax Inc., Attention: Board of Directors (Corporate Governance), 11 Harbor
Park Drive, Port Washington, NY 11050.
The members of the Audit Committee are Stacy S. Dick, Robert D. Rosenthal and Ann R. Leven (Chairperson).
All the members of the Audit Committee are non-management directors (i.e. they are neither officers nor employees
of the Company). The Committee meets regularly both with and without management participation. As noted
above, in the judgment of the Board, each of the members of the Audit Committee meets the standards for
independence required by the rules of the Securities and Exchange Commission and New York Stock Exchange. In
addition, the Board has determined that each of the members of the Audit Committee is an “audit committee
financial expert” as defined by regulations of the Securities and Exchange Commission.
Interested parties wishing to communicate directly with the Chairman of the Audit Committee or the Audit
Committee as a group should address their inquires by mail to the attention of the Audit Committee at the