CompUSA 2009 Annual Report Download - page 14

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11
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 or send an email to investinfo@systemax.com. Your
letter or email 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 received since the last meeting that were not forwarded and makes
those communications available to any requesting Director.
Interested parties, including non-shareholders 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).
Interested parties, including non-shareholders 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 Stacy S. Dick, Audit Committee Chairman, 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).
Director Attendance at Annual Meetings
At last year’ s annual meeting, held on June 12, 2009, three Directors attended the meeting, including the Chairman of the Board
and the Lead Independent Director. The Company does not have a policy with regards to Directors’ attendance at annual stockholder
meetings.
Board Meetings
During fiscal year 2009, the Board of Directors held five meetings, the Audit Committee held six meetings, the Compensation
Committee held six meetings, the Nominating/Corporate Governance Committee held four 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, and 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.
In addition, the Audit Committee is responsible for reviewing, and discussing with management and reporting to the Board
regularly, the Company’ s risk assessment and risk management processes. While it is the job of senior management to assess and
manage the Company’ s exposure to risk under the oversight of the Board of Directors, the Audit Committee reviews and discusses with