CompUSA 2009 Annual Report Download - page 13

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10
CORPORATE GOVERNANCE
Independence of Directors
In connection with its annual review of director independence, the Board has determined that each of the following Directors or
nominees of the Company meets the standards for independence required by the New York Stock Exchange and Securities and
Exchange Commission rules: Robert D. Rosenthal, Stacy S. Dick and Marie Adler-Kravecas. 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 the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act.
Although the Board has not adopted categorical standards of materiality for independence purposes (other than those set forth in
the NYSE listing standards and the Exchange Act), information provided by the Directors to the Company did not indicate any
relationships (e.g., commercial, industrial, banking, consulting, legal, accounting, charitable, or familial) which would impair the
independence of any of the nonemployee Directors. The Board has determined that there is no material relationship between the
Company and each of Mr. Rosenthal, Mr. Dick and Ms. Adler-Kravecas (directly or as a partner, shareholder, or officer of an
organization that has a relationship with the Company) and that each of them is independent pursuant to the NYSE listing standards. In
making its determination, the Board took into consideration the fact that a private partnership, in which Messrs. Richard, Robert and
Bruce Leeds are general partners, has invested funds with a private investment firm, of which Robert D. Rosenthal is Chairman and
CEO. The Board (in each case with Mr. Rosenthal and Messrs. Richard, Robert and Bruce Leeds being recused) determined that such
relationship was not material to Messrs. Richard, Robert and Bruce Leeds individually or collectively or to Mr. Rosenthal.
As a “controlled company,” the Company is exempt from the New York Stock Exchange requirement 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 for the election of directors is held by an individual, group or other company. The Company is a
“controlled company” in that more than 50% of the voting stock for the election of directors 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 they each own. See “Transactions With Related Persons”
below.
Meetings of Non-Management Directors
The New York Stock Exchange requires the “non-management directors” or independent 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 all interested parties to communicate directly with the presiding director or with the non-
management directors as a group. The Board’ s non-management or independent directors meet separately in executive sessions, chaired
by the Lead Independent Director (currently Robert D. Rosenthal), at least quarterly.
Corporate Governance Guidelines
The Company has adopted Corporate Governance Guidelines, which are available on the Corporate Governance page of our
website at www.systemax.com. The Corporate Governance Guidelines were amended in April 2010.
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). We intend to disclose on our website, in accordance with
applicable laws and regulations, amendments to, or waivers from, our Corporate Ethics Policy. Our Corporate Ethics Policy was
amended in March 2010.
Communications with Directors