Corporate Governance Guidelines – Ingram Micro Inc.
INGRAM MICRO INC.
A Delaware corporation
(the “Company”)
Corporate Governance Guidelines
Amended September 13, 2011
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I. |
Composition of the Board and Board Membership Criteria |
The Governance Committee shall establish criteria for Board membership, which
shall include the criteria set forth in these Corporate Governance Guidelines,
and shall recommend individuals for membership on the Company153s Board of
Directors. In making its recommendations, the Governance Committee shall:
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review candidates153 qualifications for membership on the Board (including a |
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assess the performance of directors who are being considered for |
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periodically review the composition of the Board in light of the current |
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II. |
Director Qualifications |
Independence
A majority of the Board shall be comprised of directors meeting the
independence requirements of the New York Stock Exchange. The Board shall make
an affirmative determination at least annually as to the independence of each
director.
Term of Office
The Board has determined that annual election of all Directors is in the
Company153s best interest. The Board will review that determination periodically
and will recommend to the shareowners that it be modified if it appears
appropriate and in the best interest of the shareowners to do so.
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Retirement Age
The Board does not have a mandatory retirement age. Rather, it is the
responsibility of the Governance Committee annually to assess and consider the
effectiveness and contributions of each director.
Simultaneous Service on Other Boards
It is the policy of the Board that every director should seek the consent of
the Board and confirm through the Chairman of the Board the absence of any
actual or potential conflict, prior to accepting an invitation to serve on the
Board or similar policy-making body of any other company or non-profit
organization, or as an elected or appointed government official or member of a
government board or advisory group.
Changes in Primary Employment
If a director significantly changes his or her primary employment during his
or her tenure, that director shall tender his or her resignation from the Board
to the Chairman of the Board, who shall refer it to the Governance Committee.
The Governance Committee shall evaluate the continued appropriateness of Board
membership under the new circumstances and make a recommendation to the Board as
to any action to be taken to accept or reject the resignation.
Conflicts of Interest
If an actual or potential conflict of interest develops because of a change
in the business of the Company or a subsidiary, or in a director153s circumstances
(for example, significant and ongoing competition between the Company and a
business with which the director is affiliated), the director should report the
matter immediately to the Chairman of the Board for evaluation and appropriate
resolution.
If a director has a personal interest in a matter before the Board, the
director shall disclose the interest to the full Board, shall recuse himself or
herself from participation in the discussion, and shall not vote on the matter.
Director Equity Ownership
The Board believes that directors should hold equity ownership positions in
the Company. The Company has adopted the following director share ownership
guidelines: Each director is required to achieve and maintain ownership of
shares of our common stock with an aggregate value (market price multiplied by
the number of shares) equal to three times the maximum amount of cash retainer
that may be selected by each member of the Board in their capacity as Board
members under the Company153s Compensation Policy for Members of the Board of
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Directors (not taking into account additional cash compensation for other
special roles on the Board such as being the Chairman of the Board, a Committee
chair or being a member of a specific Board Committee) beginning five years from
the date of his or her election to the Board. For the avoidance of doubt, vested
stock options held by the Board member which are not exercised are not
considered for purposes of director equity ownership; however, vested restricted
stock units which have been deferred until after a Board member153s retirement
from the Board are included for purposes of director equity ownership.
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III. |
Director Responsibilities |
The Board acts as the ultimate decision-making body of the Company and
advises and oversees management, who are responsible for the day-to-day
operations and management of the Company. In fulfilling these roles, each
director must act in what he or she reasonably believes to be the best interests
of the Company and must exercise his or her business judgment.
Participation at and Preparation for Board Meetings
The Company expects directors to be active and engaged in discharging their
duties and to keep themselves informed about the business and operations of the
Company. Directors are expected to attend all Board meetings and the meeting of
the committees on which they serve and to prepare themselves for these meetings.
In order for the Board to exercise fully its oversight functions, management
provides the Board with access to information from many sources regarding the
Company and the markets in which the Company operates. Any written materials
which would assist directors in preparing for a Board or committee meeting shall
be distributed to the directors in advance of the meeting, to the extent
possible, and directors are expected to review such materials prior to the
meeting.
Attendance at Annual Meetings of Shareowners
Directors are encouraged and expected to attend the annual meeting of
shareowners.
Company Performance and Corporate Strategy
The Board shall review the Company153s financial performance on a regular basis
at Board meetings and through periodic updates. The Board shall also conduct an
annual meeting to review and approve the Company153s long-term strategy, and
assess its strategic, competitive and financial performance, on both an absolute
basis and in relation to the performance, practices and policies of its peers
and competitors.
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IV. |
Board Agenda |
The Chairman of the Board, in conjunction with the CEO, shall determine the
frequency and length of Board meetings and shall set the agenda for each Board
meeting. Board members are encouraged to suggest the inclusion of additional
items on an agenda.
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V. |
Lead Director |
The non-management directors shall choose a Lead Director when the Chairman
of the Board is not independent of management. The Lead Director shall be
elected from time to time, as necessary, by a majority vote of the
non-management directors. The Company153s annual proxy statement will identify the
manner in which the Lead Director is selected and the method for interested
parties to communicate directly with the Company153s non-management directors.
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VI. |
Meetings of Non-Management Directors |
The Company153s non-management directors shall meet at each regularly scheduled
meeting of the Board in an executive session in which management does not
participate.
The Lead Director shall develop the agenda for and preside at each executive
session. The Chairman of the Board shall perform the duties of the Lead Director
when the Chairman is independent of management.
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VII. |
Board Size |
The Board presently has ten members. Although the Board considers its present
size to be appropriate, it may consider expanding its size to accommodate an
outstanding candidate or candidates or reducing its size if the Board determines
that a smaller Board would be more appropriate. The Governance Committee shall
periodically review the size of the Board and recommend any proposed changes to
the Board.
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VIII. |
Chairman of the Board and CEO |
The Board believes it is important to retain its flexibility to allocate the
responsibilities of the offices of the Chairman and CEO in any way that is in
the best interests of the Company at a given point in time. The Board may make a
determination as to appropriate policies in connection with the recruitment and
succession of the Chairman of the Board and/or the CEO.
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IX. |
Board Committees |
Standing and Special Committees
The Board shall have at all times an Audit Committee, a Human Resources
Committee and a Governance Committee. Only independent directors meeting the
independence requirements of the New York Stock Exchange and the Sarbanes-Oxley
Act of 2002 as promulgated by the Securities and Exchange Commission may serve
on these three committees. The Board also shall have an Executive Committee.
Committee chairs and other members shall be appointed by the Board based upon
the recommendation of the Governance Committee. The Board may, from time to
time, establish or maintain additional committees as it deems appropriate and in
the best interests of the Company.
In making its recommendations for committee appointments, the Governance
Committee shall:
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Review candidates153 qualifications for membership on the committee (including |
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In evaluating current directors for re-appointment to a committee, assess the |
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Periodically review the composition of the committee in light of the current |
While the rotation of committee members at certain set intervals should be
considered periodically, rotation is not required because the Board believes
there are significant benefits attributable to continuity and experience gained
in service on a particular committee over time.
Each of the Audit Committee, Human Resources Committee, Governance Committee
and Executive Committee shall operate pursuant to its own written charter. These
charters shall, among other things, set forth the purpose, goals and
responsibilities of the particular committee, the procedures for committee
member appointment and removal and committee structure and operations, as well
as reporting to the Board. The charters shall also provide for an annual
evaluation of each committee153s performance.
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Committee Chairs
Possible rotation of committee chair positions shall be reviewed at the time
of the annual meeting after the incumbent has held the position for at least
three full years, unless the chair of the committee earlier resigns the chair
position, dies, or otherwise leaves the applicable committee. When a vacancy
occurs in a committee chair position the Governance Committee will make a
recommendation to the Board for a new committee chair.
Frequency and Length of Committee Meetings and Committee Agenda
The chair of each standing committee, with the assistance of appropriate
members of management, shall determine the frequency and length of meetings of
the committee and develop the agenda for each meeting. At the direction of the
chair, a member of the committee or a member of management shall take minutes of
each committee meeting. Board members who are not members of a committee are
nevertheless welcome to attend its meetings.
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X. |
Board Member Access to Management and Independent Advisors |
Board members shall have access to the management and employees of the
Company and to its outside counsel and auditors. Any meetings or contacts that a
director wishes to initiate may be arranged through the CEO.
Executive officers and other members of senior management are expected to be
present at Board meetings at the invitation of the Board. The Board encourages
senior management to make presentations and to invite to Board meetings managers
and other employees who can provide additional insight into the items being
discussed. The Board also encourages senior management to include in Board
meetings individuals that senior management believes may become prospective
leaders of the Company.
The Board and each of its committees is authorized to hire independent legal,
financial or other advisors as they may consider necessary, without obtaining
the approval of management or, in the case of committees, the full Board.
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XI. |
Director Compensation |
The Governance Committee shall review annually and recommend to the Board for
its approval compensation (including stock option grants and other equity-based
compensation) for the Company153s directors. In so reviewing and recommending
director compensation, the Governance Committee shall retain and consider the
views of an independent advisor.
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XII. |
Director Orientation and Continuing Education |
All new members of the Board are expected to participate in the Company153s
orientation program for directors. Other directors may also attend the
orientation program.
Such orientation and continuing education programs shall be developed by the
Company153s Secretary and overseen by the Governance Committee of the Board.
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XIII. |
Management Evaluation and Management Succession |
The Human Resources Committee shall establish the compensation package of the
Chief Executive Officer. It also shall review and approve the compensation
packages of the officers of the Company who report directly to the Chief
Executive Officer and the Chief Operating Officer, and any other officers whose
compensation is required to be disclosed in detail in the Company153s annual proxy
statement.
The Human Resources Committee shall evaluate the performance of the senior
management of the Company and shall present its findings to the full Board. The
Human Resources Committee also shall review and report to the Board on the
Company153s succession planning, including succession planning in the case of the
incapacitation, retirement or removal of the CEO.
The CEO shall provide an annual report to the Human Resources Committee
recommending and evaluating potential successors, along with a review of any
development plans recommended for such individuals. The CEO shall also provide
to the Board, on an ongoing basis, his or her recommendation as to a successor
in the event of an unexpected emergency.
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XIV. |
Annual Performance Evaluation |
The Board, led by the Governance Committee, shall establish and conduct an
annual self-evaluation to determine whether it and its committees are
functioning effectively. The Governance Committee shall oversee the evaluation
with each director responding to a questionnaire developed by the Governance
Committee with respect to various criteria. The collective evaluations shall be
compiled in advance of the review session and shall be presented by the Chair of
the governance Committee to the full Board for discussion. This process shall
also include annual self-assessments by each Board committee, relying on a
review process similar to that used by the Board, with performance criteria for
each committee established on the basis of its charter.
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XV. |
Evaluation of Individual Director Performance |
It is the policy of the Board to have the Governance Committee assess, on the
basis of established criteria, the performance of each individual director
standing for re-election at the next shareowners meeting. The established
criteria shall address each director153s core competencies, independence,
effectiveness, and level of commitment.
The Governance Committee shall consider not only an individual153s qualities,
performance and professional responsibilities, but also the then composition of
the Board and the challenges and needs of the Board at that time. The Governance
Committee also shall consider the impact of any change in the principal
occupation of existing directors. Upon completion of the individual director
evaluation process, the Committee shall report to the full Board its conclusions
and recommendations for nominations to the Board.
It is the policy of the Board that the Governance Committee also should
review and consider the performance of any individual director if a situation
were to arise that interfered with the proper performance of his or her duties
as a member of the Board.
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