Ingram Micro 2007 Annual Report Download - page 17

Director Nominations
General Criteria and Process. In identifying and evaluating director candidates, the Governance Committee
does not set specific criteria for directors. As expressed in the Governance Committee charter, in nominating
candidates, the Governance Committee shall comply with the requirements of the Company’s Bylaws and take into
consideration such other factors as it deems appropriate. These factors may include judgment, skill, diversity,
experience with businesses and other organizations of comparable size, the interplay of the candidate’s experience
with the experience of other Board members, and the extent to which the candidate would be a desirable addition to
the Board and any committees of the Board. The Governance Committee may use and pay for assistance from
consultants, including obtaining background checks, and advice from outside counsel, to assist its review and
evaluation.
Shareholder Nominations. Shareholders who wish to recommend nominees for consideration by the
Governance Committee may submit their nominations in writing to our Corporate Secretary at the address set
forth below under “Annual Report.” The Governance Committee may consider such shareholder recommendations
when it evaluates and recommends nominees to the Board of Directors for submission to the shareholders at each
annual meeting. In addition, shareholders may nominate directors for election by complying with the eligibility,
advance notice and other provisions of the policy. Under the policy, the shareholder must provide timely notice of
the nomination to us to be considered by the Governance Committee in connection with the Company’s next annual
meeting of shareholders. To be timely, the Corporate Secretary must receive the shareholder’s proposal and the
information required in the policy on or before December 30th of the year immediately preceding such annual
meeting. A copy of the policy is available on the Investor Relations section of the Company’s website,
www.ingrammicro.com.
Contacting the Board and Further Information on Corporate Governance
Any interested person who desires to communicate with the Company’s non-management directors may so do
as follows:
• Confidentially or anonymously through the Company’s Hotline, 1 (877) INGRAM2, or 1 [phone].
• By writing to the Board of Directors. The Corporate Secretary will promptly forward such interested person
communications so received to the Company’s Board of Directors, to the individual director or directors to
whom the communication was addressed or other appropriate departments or outside advisors, depending on
the nature of the concern. Interested persons who wish to communicate directly with the Board of Directors
may do so by writing to our Corporate Secretary, Worldwide Legal Department, Ingram Micro Inc., 1600
East Saint Andrew Place, Santa Ana, California 92705.
Our code of conduct, the Guidelines, and shareholder nominations policy and committee charters are
accessible by following the links to “Corporate Governance” on the Company’s website at www.ingrammicro.com.
Furthermore, upon request to our Corporate Secretary at the address set forth below under “Annual Report,” we will
provide copies of our code of conduct, the Guidelines, shareholder nominations policy and committee charters
without charge.
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