Ingram Micro 2007 Annual Report Download - page 15

recommending such changes as it deems appropriate to maintain effective corporate governance. In addition, the
Governance Committee is responsible for identifying candidates for election to the Board of Directors, developing
and reviewing background information for candidates, making recommendations to the Board regarding such
candidates, reviewing and making recommendations to the Board with respect to candidates for directors proposed
by shareholders, and recommending for nomination by the Board, the members of Board committees, as well as
Board committee chair positions. The Governance Committee also reviews and recommends for consideration and
approval by the Board the form and amounts of compensation for non-management directors and oversees the
annual self-evaluations of the Board and its committees, as well as director performance and board dynamics.
Our Corporate Governance Guidelines (the “Guidelines”) provide that non-management directors shall choose
a Lead Director when the Chairman of the Board is not independent of management and that the Chairman of the
Board shall perform the duties of the Lead Director when the Chairman is independent of management. As non-
executive Chairman of the Board, Dr. Laurance is our Lead Director and as such, presided at executive sessions of
the Company’s non-management directors since his election as Chairman on June 6, 2007.
A detailed list of the 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.
Human Resources Committee — 10 meetings in 2007. The Human Resources Committee assists the Board
in overseeing and establishing the compensation of all executive officers and administering all stock-related and
long-term executive incentive plans. The Human Resources Committee reviews and reports 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, shareholders and vendors. The Committee’s oversight areas include
executive compensation strategy, succession planning processes and key leader succession planning, and work
environment assessment and improvement. A detailed list of the Human Resources Committee’s functions is
included in its charter and can be accessed by following the links to “Corporate Governance” under “Investor
Relations” on the Company’s website at www.ingrammicro.com. Additional information on the Human Resources
Committee’s processes and procedures for consideration of executive compensation are addressed in the Com-
pensation Discussion and Analysis below.
Corporate Governance
Code of Conduct. Our code of conduct applies to all members of the Board of Directors, officers appointed
by the Board of Directors and other Ingram Micro associates and codifies our commitment to the highest standards
of corporate governance. If we make any amendment to the code of conduct or grant any waiver, including any
implicit waiver, from a provision of the code of conduct to our Chief Executive Officer, Chief Financial Officer or
Controller, we will disclose the nature of the amendment or waiver at www.ingrammicro.com or on a current report
on Form 8-K.
Corporate Governance Guidelines. In March 2007, the Board of Directors amended the Guidelines to,
among other things, remove the mandatory retirement age for directors, and provide that non-management directors
shall choose a Lead Director when the Chairman of the Board is not independent of management and that the
Chairman of the Board shall perform the duties of the Lead Director when the Chairman is independent of
management. Effective corporate governance that ensures management follows the highest ethical standards is not a
new concept to the Company. It is an important principle that is embraced at all levels of the Company, beginning
with how our Board operates. Members of our Board of Directors are kept informed about our business through
discussions with the Chief Executive Officer, President and Chief Operating Officer, Chief Financial Officer and
other key members of management, by reviewing materials provided to them, and by participating in meetings of
the Board of Directors and its committees. Our Board members provide feedback to management on a regular basis
and meet in executive session, without any members of management, at each regular meeting.
The Guidelines address important corporate governance policies and procedures, including those relating to
(1) composition of the Board and membership criteria; (2) director qualifications (such as independence, simul-
taneous service on other Boards and conflicts of interests); (3) Board member responsibilities (including attendance
at annual shareholder meetings); (4) establishment of Board agenda; (5) establishment of a lead director position;
(6) regularly scheduled meetings of non-management Board members; (7) Board size; (8) Board committees;
12