Tech Data 2013 Annual Report Download - page 110

Download and view the complete annual report

Please find page 110 of the 2013 Tech Data annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 172

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149
  • 150
  • 151
  • 152
  • 153
  • 154
  • 155
  • 156
  • 157
  • 158
  • 159
  • 160
  • 161
  • 162
  • 163
  • 164
  • 165
  • 166
  • 167
  • 168
  • 169
  • 170
  • 171
  • 172

Table of Contents
Corporate Governance
Board of Directors
The Board oversees the Company’s management in their conduct of the business. The Board holds regularly scheduled meetings at least quarterly
and otherwise as appropriate to consider corporate decisions requiring its attention and action. The Board has three standing committees: Audit
Committee, Compensation Committee and Governance and Nominating Committee. Each of the committees meets regularly and has a written
charter. The charters are available on the Corporate Governance section of the Investor Relations area of our website at
www.techdata.com/investor.
The Board has made an affirmative determination that Charles E. Adair, Harry J. Harczak, Jr., Kathleen Misunas, Thomas I. Morgan, Patrick G.
Sayer, Savio W. Tung, and David M. Upton are independent within the meaning of applicable law and the NASDAQ Stock Market (“NASDAQ”)
listing requirements. During fiscal 2013, there were no relationships between any director and the Company that required review in connection with
the Board’s independence determination. The Board had also determined that Maximilian Ardelt, who served through his retirement on May 30,
2012, was independent pursuant to the NASDAQ listing requirements. Each member of the Audit, Compensation and Governance and Nominating
Committees is independent within the meaning of applicable law and the NASDAQ listing requirements.
The Board has adopted Corporate Governance Principles that are available on the Corporate Governance section of the Investor Relations area of
our website at www.techdata.com/investor. Additionally, the Company has adopted a code of business conduct and ethics for directors, officers
(including the principal executive officer, principal financial officer, and controller), and employees, known as the Code of Conduct, which is
available on the Corporate Governance section of the Investor Relations area of our website at www.techdata.com/investor .
The Board held nine meetings during fiscal 2013. Each member of the Board attended more than 75% of the total number of meetings of the Board
and all committees on which he or she served for the period during which that member served. All Directors were present at the 2012 Annual
Meeting of Shareholders that was held on May 30, 2012. It is the policy of the Company for the Board members to attend the Annual Meeting,
when possible in person, or by telephone or video conference.
Audit Committee
The Board has a standing Audit Committee. The Committee has a policy to pre-approve all services to be provided by the Company’s independent
accounting firm and will not approve prohibited non-audit services. See further discussion of the Company’s policy under "Policy on Pre-Approval
of Audit and Non-Audit Services of the Independent Accounting Firm".
The members of the Committee are Charles E. Adair (Chair), Harry J. Harczak, Jr., Patrick G. Sayer and Savio W. Tung. Mr. Ardelt served on the
Audit Committee through his retirement on May 30, 2012. The Board has determined that Charles E. Adair and Harry J. Harczak, Jr. are “audit
committee financial experts” as defined by Item 407(d)(5) of Regulation S-K under the Securities Exchange Act of 1934 (the “Exchange Act”). All
members of the Committee are independent as defined by applicable law and the listing requirements of NASDAQ.
Executive Sessions
The Board holds an executive session at each quarterly Board meeting and may hold such sessions during special meetings. Executive sessions of
the Board are attended only by the independent directors and such other attendees as they may request. The executive sessions of the Board are led
by the lead independent director, currently Thomas I. Morgan. Topics covered during fiscal 2013 included long-term incentive programs, executive
succession planning, board size and structure, director selection, CEO compensation, and merger and acquisition opportunities.
Section 16(a) Beneficial Ownership Reporting Compliance
During fiscal 2013, the executive officers and directors of the Company timely filed with the SEC reports relating to transactions involving equity
securities of the Company beneficially owned by them. The Company has relied on the written representation of its executive officers and directors
and copies of the reports they have filed with the SEC in providing this information.
98
ITEM 11.
Executive Compensation.