CompUSA 2007 Annual Report Download - page 9

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4
KL2 2553275.3
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF
ALL THE DIRECTOR NOMINEES, WHICH IS DESIGNATED AS PROPOSAL NO. 1 ON THE
ENCLOSED PROXY CARD.
Independence of Directors
In the judgment of the Board, each of the following Directors of the Company meets the standards for
independence required by the New York Stock Exchange and the Securities Exchange Act of 1934 (the “Exchange
Act”): Robert D. Rosenthal, Stacy S. Dick and Ann R. Leven. The Board made this determination based on (a) the
absence of any of the express disqualifying criteria relating to director independence set forth in Section 303A of the
Corporate Governance Rules of the New York Stock Exchange and (b) the criteria for independence required of
audit committee directors by Section 10A(m)(3) of Exchange Act. As a “controlled company,” the Company is
exempt from the New York Stock Exchange requirements that listed companies have a majority of independent
directors. A “controlled company” is defined by the New York Stock Exchange as a company of which more than
50% of the voting power is held by an individual, group or other company. The Company is a “controlled
company” in that more than 50% of the voting stock of the Company, in the aggregate, is owned by certain members
of the Leeds family (including Richard Leeds, Robert Leeds and Bruce Leeds, each of whom is an officer and
Director of the Company) and certain Leeds’ family trusts (collectively, the “Leeds Group”). The members of the
Leeds Group have entered into a Stockholders Agreement with respect to certain shares of Company stock they each
own. See “Transactions With Related Persons” below.
Meetings of Non-Management Directors
The New York Stock Exchange requires the “non-management directors” of a NYSE-listed company to meet at
regularly scheduled executive sessions without management and to disclose in their annual proxy statements (1) the
name of the non-management director who is chosen to preside at all regularly-scheduled executive sessions of the
non-management members of the board of directors and (2) a method for interested parties to communicate directly
with the presiding director or with the non-management directors as a group. The Board’s non-management
directors meet separately in executive sessions, chaired by the Lead Independent Director (currently Robert D.
Rosenthal), at least quarterly.
Interested parties wishing to communicate directly with the Lead Independent Director or the non-management
members of the Board as a group should address their inquires by mail sent to the attention of Robert D. Rosenthal,
Lead Independent Director, at the Company’s principal executive office located at 11 Harbor Park Drive, Port
Washington, NY 11050. All communications will be promptly relayed to the appropriate recipient(s).
Corporate Ethics Policy
The Company has adopted a Corporate Ethics Policy that applies to all employees of the Company including
the Company’s Chief Executive Officer, Chief Financial Officer and Controller, its principal accounting officer.
The Corporate Ethics Policy is designed to deter wrongdoing and to promote honest and ethical conduct, compliance
with applicable laws and regulations, full and accurate disclosure of information requiring public disclosure and the
prompt reporting of Policy violations. The Company’s Corporate Ethics Policy is available on the Company’s
website (www.systemax.com). A copy can also be obtained by writing to Systemax Inc., Attention: Board of
Directors (Corporate Governance), 11 Harbor Park Drive, Port Washington, NY 11050.
Stockholder Communications with Directors
Stockholders of the Company who wish to communicate with the Board or any individual Director can write to
Systemax Inc., Attention: Investor Relations, 11 Harbor Park Drive, Port Washington, NY 11050. Your letter
should indicate that you are a stockholder of the Company. Depending on the subject matter of your inquiry,
management will forward the communication to the Director or Directors to whom it is addressed; attempt to handle
the inquiry directly, as might be the case if you request information about the Company or it is a stockholder related
matter; or not forward the communication if it is primarily commercial in nature or if it relates to an improper or
irrelevant topic. At each Board meeting, a member of management presents a summary of all communications