Ingram Micro 2007 Annual Report Download - page 14

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Committees of the Board of Directors
Our Board of Directors has standing Audit, Executive and Finance, Governance and Human Resources
Committees. The Board Committees frequently meet in executive session with no members of management
present. The following table lists members of the Committees as of the date of the Proxy Statement.
Name
Audit
Committee
Executive
and
Finance
Committee
Governance
Committee
Human
Resources
Committee
Dale R. Laurance ........................ *
Howard I. Atkins......................... * *
Leslie S. Heisz .......................... * *
John R. Ingram .......................... * *
Martha R. Ingram ........................ * *
Orrin H. Ingram II........................ * *
Linda Fayne Levinson ..................... * **
Gerhard Schulmeyer ...................... ** *
Michael T. Smith ........................ * **
Joe B. Wyatt ............................ ** *
* Member
** Chair
Audit Committee — 15 meetings in 2007. The Audit Committee assists our Board of Directors’ oversight of
(1) the integrity of our financial reporting processes and systems of internal controls regarding finance, accounting,
legal and ethical compliance, (2) our compliance with legal and regulatory requirements, and (3) the independence
and performance of our independent registered public accounting firm and internal audit department. In addition,
the Audit Committee is charged with providing an avenue of open communication among our independent
registered public accounting firm, management, our internal audit department, and our Board of Directors. The
Audit Committee also appoints our independent registered public accounting firm, discusses and reviews in
advance the scope of and the fees to be paid in connection with the annual audit and reviews the results of the audit
with our independent registered public accounting firm, monitors the independence and performance of our
independent registered public accounting firm, reviews our compliance with applicable major accounting and
financial reporting policies, reviews the adequacy of our financial organization, reviews management’s procedures
and policies relating to the adequacy of our internal accounting controls and compliance with applicable laws
relating to accounting practices and reviews our draft annual report on Form 10-K, quarterly reports on Form 10-Q,
and annual financial statements and other key accounting and/or reporting matters, and the activities and
recommendations of our internal audit department. The Audit Committee discusses the Company’s earnings
press releases, as well as financial information and earnings guidance provided to analysts and rating agencies. A
detailed list of the Audit Committee’s functions is included in its charter, which can be accessed by following the
links to “Corporate Governance” under “Investor Relations” on the Company’s website at www.ingrammicro.com.
Executive and Finance Committee — 5 meetings in 2007. The Executive and Finance Committee oversees
the financial affairs and policies of the Company and makes decisions requiring the attention of the Board between
regularly scheduled meetings of the Board, subject to the limitations set forth in our Bylaws. Under our Bylaws,
during the period of time between each regularly scheduled meeting of the Board, management decisions requiring
the immediate attention of the Board of Directors may be made with the approval of a majority of the members of
the Executive and Finance Committee; provided, however, that the Executive and Finance Committee shall not have
the authority to approve certain delineated items which require the approval of the Board. A detailed list of the
Executive and Finance Committee’s functions is included in its charter, which can be accessed by following the
links to “Corporate Governance” under “Investor Relations” on the Company’s website at www.ingrammicro.com.
Governance Committee — 5 meetings in 2007. The Governance Committee is responsible for developing
and recommending to the Board a set of corporate governance principles applicable to the Company, and thereafter
11