Ingram Micro 2002 Annual Report Download - page 14

How often did the Board meet during fiscal 2001?
The Board of Directors met seven times during fiscal 2001. Each director attended more than 75% of the total number of meetings of
the Board and the Committees on which he or she served.
What committees has the Board established?
The Board of Directors has standing Executive, Human Resources, Audit and Nominating Committees.
Board Committee Membership (as of April 3, 2002)
Executive Human Resources Audit Nominating
Name Committee Committee Committee Committee
Kent B. Foster * *
John R. Ingram **
Martha R. Ingram **
Orrin H. Ingram **
Dale R. Laurance *
Gerhard Schulmeyer * *
Michael T. Smith *
Joe B. Wyatt * ** *
* Member
** Chair
Executive Committee. Our Bylaws require that the Executive Committee be comprised of a director designated by the Ingram Family
Stockholders, a director designated by our Chief Executive Officer and an independent director. The Committee may approve
management decisions requiring the immediate attention of the Board of Directors during the period of time between regularly scheduled
meetings of the Board. The Committee does not have authority to approve any of the following items, all of which require the approval
of the Board: (1) any action that would require the approval of the holders of a majority of the stock held by the Ingram Family
Stockholders under the board representation agreement or that would require approval of the holders of a majority of the common stock
under applicable law or under our Certificate of Incorporation or Bylaws (provided, however, that subject to applicable law, the Board is
entitled to delegate to the Executive Committee the authority to negotiate and finalize actions, the general terms of which have been
approved by the Board); (2) any acquisition with a total aggregate consideration in excess of 2% of our stockholders’ equity; (3) any
action outside the ordinary course of our business; or (4) any other action involving a material shift in policy or business strategy for the
Board. In fiscal 2001, the Committee held no meetings.
Human Resources Committee. Our Bylaws require that the Human Resources Committee be comprised of a director designated by
the Ingram Family Stockholders and two independent directors. The purpose of the Human Resources Committee is to review and report
to the Board on our key strategic and operational human resource issues, ensuring that investments in human assets provide maximum
return to all partners — associates, customers, shareowners and vendors. The Committee’s oversight areas include compensation
strategy, succession planning
9