CompUSA 2010 Annual Report Download - page 16

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Board Meetings
During fiscal year 2010, the Board of Directors held five meetings, the Audit Committee held five
meetings, the Compensation Committee held five 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 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 the 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.