CompUSA 2009 Annual Report Download - page 15

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management the Company’ s risk management process. In addition, the Audit Committee works together with the Compensation
Committee regarding the Company’ s compensation policies for all of the Company’ s employees as the policies relate to the Company’ s
risk management goals and objectives. The Audit Committee also discusses with management the Company’ s major financial risk
exposures and the steps management has taken to monitor and control such exposures.
The Audit Committee Charter was last amended in April 2010. A copy of the Audit Committee Charter is available on the
Company’ s website, www.systemax.com.
The current members of the Audit Committee are Stacy S. Dick (chairman), Robert D. Rosenthal and Marie Adler-Kravecas.
None of the current members or nominees of the Audit Committee are officers or 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 Mr. Dick and Mr. Rosenthal are “audit committee financial experts”
as defined by regulations of the Securities and Exchange Commission.
The Company does not have a standing policy on the maximum number of audit committees of other publicly owned companies
on which the members of the Audit Committee may serve. However, if a member of the Audit Committee simultaneously serves on
the audit committee of more than two other publicly-owned companies, the Board must determine whether such simultaneous service
would impair the ability of such member to effectively serve on the Audit Committee. Any such determination will be disclosed in the
Company’ s annual proxy statement.
Nominating/Corporate Governance Committee
The Nominating/Corporate Governance Committee’ s responsibilities include, among other things (i) identifying individuals
qualified to become Board members and recommending to the Board nominees to stand for election at any meeting of stockholders, (ii)
identifying and recommending nominees to fill any vacancy, however created, in the Board, and (iii) developing and recommending to
the Board a code of business conduct and ethics and a set of corporate governance principles (including director qualification standards,
responsibilities and compensation) and periodically reviewing the code and principles. The current members of the
Nominating/Corporate Governance Committee are Robert D. Rosenthal (Chairman), Stacy S. Dick and Marie Adler-Kravecas. In
nominating candidates to become Board members, the Committee shall take into consideration such factors as it deems appropriate,
including the experience, skill, integrity and background of the candidates. The Committee may consider candidates proposed by
management or stockholders but is not required to do so. The Committee does not have any formal policy with regard to the
consideration of any Director candidates recommended by the security holders or any minimum qualifications or specific procedure for
identifying and evaluating nominees for Director as the Board does not believe that such a formalistic approach is necessary or
appropriate at this time.
The Nominating/Corporate Governance Committee is responsible for developing and recommending to the Board a set of risk
management policies and procedures, including the Company’ s compensation policies for all its employees as they relate to risk
management, and to review these policies and procedures annually.
The Nominating/Corporate Governance Committee, in seeking qualified Board members, does not have a policy regarding
utilizing diversity, however defined, in its selection process. The Nominating/Corporate Governance Committee looks for individuals
who have very high integrity, significant business experience and a deep genuine interest in the Company. We believe that each of the
director nominees and other directors bring these qualifications to our Board of Directors. Moreover, they provide our board with a
diverse complement of specific business skills, experience and perspectives.
The Nominating/Corporate Governance Committee Charter was last amended in April 2010. The Nominating/Corporate
Governance Committee Charter is available on the Company’ s website (www.systemax.com).
Stockholder Nominations for Director
Stockholders may propose candidates for Board membership by writing to Systemax Inc., Attention: Nominating/Corporate
Governance Committee, 11 Harbor Park Drive, Port Washington, NY 11050 so that the nomination is received by the Company by
February 14, 2011 to be considered for the 2011 annual meeting. Any such proposal shall contain the name, Company security
holdings and contact information of the person making the nomination; the candidate's name, address and other contact information;
any direct or indirect holdings of the Company's securities by the nominee; any information required to be disclosed about directors