CompUSA 2010 Annual Report Download - page 17

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14
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 10, 2012 to be considered for the 2012 annual meeting. Any
such proposal shall contain the name, Company security holdings (direct or indirect; of record and/or beneficially)
and contact information of the person making the nomination; a description of all direct and indirect related party
transactions, compensation and other material monetary arrangements, agreements or understandings during the past
three years, and any other material relationship, if any, between the stockholder and its respective affiliates or
associates, or others with whom they are acting in concert, on the one hand, and the nominee and his or her
respective affiliates, associates and others with whom they are acting in concert, on the other hand; the nominee’ s
name, age, address and other contact information; any direct or indirect holdings, beneficially and/or of record, of
the Company’ s securities by the nominee; any information regarding the nominee required to be disclosed about
directors under applicable securities laws and/or stock exchange requirements; information regarding related party
transactions with the Company and/or the stockholder submitting the nomination and/or the nominee;; any actual or
potential conflicts of interest; the nominee’ s biographical data, current public and private company affiliations,
employment history (including current principal employment) and qualifications and status as “independent” under
applicable securities laws and stock exchange requirements. Nominees proposed by stockholders will receive the
same consideration as other nominees.
Compensation Committee
The Compensation Committee’ s responsibility is to review and approve corporate goals relevant to the