{"id":40773,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/corporate-governance-guidelines-ingram-micro-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"corporate-governance-guidelines-ingram-micro-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/corporate\/corporate-governance-guidelines-ingram-micro-inc.html","title":{"rendered":"Corporate Governance Guidelines – Ingram Micro Inc."},"content":{"rendered":"

INGRAM MICRO INC. <\/strong><\/p>\n

A Delaware corporation <\/strong><\/p>\n

(the “Company”) <\/strong><\/p>\n

Corporate Governance Guidelines <\/strong><\/p>\n

Amended September 13, 2011 <\/strong><\/p>\n\n\n\n
\n

I.<\/strong><\/p>\n<\/td>\n

\n

Composition of the Board and Board Membership Criteria <\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Governance Committee shall establish criteria for Board membership, which
\nshall include the criteria set forth in these Corporate Governance Guidelines,
\nand shall recommend individuals for membership on the Company153s Board of
\nDirectors. In making its recommendations, the Governance Committee shall:<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

review candidates153 qualifications for membership on the Board (including a
\ndetermination as to the independence of the candidate) based on the criteria
\nestablished by the Company153s Bylaws, the Governance Committee, and these
\nCorporate Governance Guidelines;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

assess the performance of directors who are being considered for
\nre-nomination to the Board; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

periodically review the composition of the Board in light of the current
\nchallenges and needs of the Board, and determine whether it may be appropriate
\nto add or remove individuals after considering issues of judgment, diversity,
\nage, skills, background and experience.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

II.<\/strong><\/p>\n<\/td>\n

\n

Director Qualifications <\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Independence<\/u><\/p>\n

A majority of the Board shall be comprised of directors meeting the
\nindependence requirements of the New York Stock Exchange. The Board shall make
\nan affirmative determination at least annually as to the independence of each
\ndirector.<\/p>\n

Term of Office<\/u><\/p>\n

The Board has determined that annual election of all Directors is in the
\nCompany153s best interest. The Board will review that determination periodically
\nand will recommend to the shareowners that it be modified if it appears
\nappropriate and in the best interest of the shareowners to do so.<\/p>\n

1<\/p>\n

\n

Retirement Age<\/u><\/p>\n

The Board does not have a mandatory retirement age. Rather, it is the
\nresponsibility of the Governance Committee annually to assess and consider the
\neffectiveness and contributions of each director.<\/p>\n

Simultaneous Service on Other Boards<\/u><\/p>\n

It is the policy of the Board that every director should seek the consent of
\nthe Board and confirm through the Chairman of the Board the absence of any
\nactual or potential conflict, prior to accepting an invitation to serve on the
\nBoard or similar policy-making body of any other company or non-profit
\norganization, or as an elected or appointed government official or member of a
\ngovernment board or advisory group.<\/p>\n

Changes in Primary Employment<\/u><\/p>\n

If a director significantly changes his or her primary employment during his
\nor her tenure, that director shall tender his or her resignation from the Board
\nto the Chairman of the Board, who shall refer it to the Governance Committee.
\nThe Governance Committee shall evaluate the continued appropriateness of Board
\nmembership under the new circumstances and make a recommendation to the Board as
\nto any action to be taken to accept or reject the resignation.<\/p>\n

Conflicts of Interest<\/u><\/p>\n

If an actual or potential conflict of interest develops because of a change
\nin the business of the Company or a subsidiary, or in a director153s circumstances
\n(for example, significant and ongoing competition between the Company and a
\nbusiness with which the director is affiliated), the director should report the
\nmatter immediately to the Chairman of the Board for evaluation and appropriate
\nresolution.<\/p>\n

If a director has a personal interest in a matter before the Board, the
\ndirector shall disclose the interest to the full Board, shall recuse himself or
\nherself from participation in the discussion, and shall not vote on the matter.\n<\/p>\n

Director Equity Ownership<\/u><\/p>\n

The Board believes that directors should hold equity ownership positions in
\nthe Company. The Company has adopted the following director share ownership
\nguidelines: Each director is required to achieve and maintain ownership of
\nshares of our common stock with an aggregate value (market price multiplied by
\nthe number of shares) equal to three times the maximum amount of cash retainer
\nthat may be selected by each member of the Board in their capacity as Board
\nmembers under the Company153s Compensation Policy for Members of the Board of<\/p>\n

2<\/p>\n

\n

Directors (not taking into account additional cash compensation for other
\nspecial roles on the Board such as being the Chairman of the Board, a Committee
\nchair or being a member of a specific Board Committee) beginning five years from
\nthe date of his or her election to the Board. For the avoidance of doubt, vested
\nstock options held by the Board member which are not exercised are not
\nconsidered for purposes of director equity ownership; however, vested restricted
\nstock units which have been deferred until after a Board member153s retirement
\nfrom the Board are included for purposes of director equity ownership.<\/p>\n\n\n\n
\n

III.<\/strong><\/p>\n<\/td>\n

\n

Director Responsibilities <\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Board acts as the ultimate decision-making body of the Company and
\nadvises and oversees management, who are responsible for the day-to-day
\noperations and management of the Company. In fulfilling these roles, each
\ndirector must act in what he or she reasonably believes to be the best interests
\nof the Company and must exercise his or her business judgment.<\/p>\n

Participation at and Preparation for Board Meetings<\/u><\/p>\n

The Company expects directors to be active and engaged in discharging their
\nduties and to keep themselves informed about the business and operations of the
\nCompany. Directors are expected to attend all Board meetings and the meeting of
\nthe committees on which they serve and to prepare themselves for these meetings.\n<\/p>\n

In order for the Board to exercise fully its oversight functions, management
\nprovides the Board with access to information from many sources regarding the
\nCompany and the markets in which the Company operates. Any written materials
\nwhich would assist directors in preparing for a Board or committee meeting shall
\nbe distributed to the directors in advance of the meeting, to the extent
\npossible, and directors are expected to review such materials prior to the
\nmeeting.<\/p>\n

Attendance at Annual Meetings of Shareowners<\/u><\/p>\n

Directors are encouraged and expected to attend the annual meeting of
\nshareowners.<\/p>\n

Company Performance and Corporate Strategy<\/u><\/p>\n

The Board shall review the Company153s financial performance on a regular basis
\nat Board meetings and through periodic updates. The Board shall also conduct an
\nannual meeting to review and approve the Company153s long-term strategy, and
\nassess its strategic, competitive and financial performance, on both an absolute
\nbasis and in relation to the performance, practices and policies of its peers
\nand competitors.<\/p>\n

3<\/p>\n

\n\n\n\n
\n

IV.<\/strong><\/p>\n<\/td>\n

\n

Board Agenda <\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Chairman of the Board, in conjunction with the CEO, shall determine the
\nfrequency and length of Board meetings and shall set the agenda for each Board
\nmeeting. Board members are encouraged to suggest the inclusion of additional
\nitems on an agenda.<\/p>\n\n\n\n
\n

V.<\/strong><\/p>\n<\/td>\n

\n

Lead Director <\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The non-management directors shall choose a Lead Director when the Chairman
\nof the Board is not independent of management. The Lead Director shall be
\nelected from time to time, as necessary, by a majority vote of the
\nnon-management directors. The Company153s annual proxy statement will identify the
\nmanner in which the Lead Director is selected and the method for interested
\nparties to communicate directly with the Company153s non-management directors.\n<\/p>\n\n\n\n
\n

VI.<\/strong><\/p>\n<\/td>\n

\n

Meetings of Non-Management Directors <\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Company153s non-management directors shall meet at each regularly scheduled
\nmeeting of the Board in an executive session in which management does not
\nparticipate.<\/p>\n

The Lead Director shall develop the agenda for and preside at each executive
\nsession. The Chairman of the Board shall perform the duties of the Lead Director
\nwhen the Chairman is independent of management.<\/p>\n\n\n\n
\n

VII.<\/strong><\/p>\n<\/td>\n

\n

Board Size <\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Board presently has ten members. Although the Board considers its present
\nsize to be appropriate, it may consider expanding its size to accommodate an
\noutstanding candidate or candidates or reducing its size if the Board determines
\nthat a smaller Board would be more appropriate. The Governance Committee shall
\nperiodically review the size of the Board and recommend any proposed changes to
\nthe Board.<\/p>\n\n\n\n
\n

VIII.<\/strong><\/p>\n<\/td>\n

\n

Chairman of the Board and CEO <\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Board believes it is important to retain its flexibility to allocate the
\nresponsibilities of the offices of the Chairman and CEO in any way that is in
\nthe best interests of the Company at a given point in time. The Board may make a
\ndetermination as to appropriate policies in connection with the recruitment and
\nsuccession of the Chairman of the Board and\/or the CEO.<\/p>\n

4<\/p>\n

\n\n\n\n
\n

IX.<\/strong><\/p>\n<\/td>\n

\n

Board Committees <\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Standing and Special Committees<\/u><\/p>\n

The Board shall have at all times an Audit Committee, a Human Resources
\nCommittee and a Governance Committee. Only independent directors meeting the
\nindependence requirements of the New York Stock Exchange and the Sarbanes-Oxley
\nAct of 2002 as promulgated by the Securities and Exchange Commission may serve
\non these three committees. The Board also shall have an Executive Committee.
\nCommittee chairs and other members shall be appointed by the Board based upon
\nthe recommendation of the Governance Committee. The Board may, from time to
\ntime, establish or maintain additional committees as it deems appropriate and in
\nthe best interests of the Company.<\/p>\n

In making its recommendations for committee appointments, the Governance
\nCommittee shall:<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

Review candidates153 qualifications for membership on the committee (including
\na determination as to the independence of the candidate) based on the criteria
\nestablished by the Company153s Bylaws and the Governance Committee;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

In evaluating current directors for re-appointment to a committee, assess the
\nperformance of such director and of such committee; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

Periodically review the composition of the committee in light of the current
\nchallenges and needs of the committee, and determine whether it may be
\nappropriate to add or remove individuals after considering issues of judgment,
\ndiversity, age, skills, background and experience.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

While the rotation of committee members at certain set intervals should be
\nconsidered periodically, rotation is not required because the Board believes
\nthere are significant benefits attributable to continuity and experience gained
\nin service on a particular committee over time.<\/p>\n

Each of the Audit Committee, Human Resources Committee, Governance Committee
\nand Executive Committee shall operate pursuant to its own written charter. These
\ncharters shall, among other things, set forth the purpose, goals and
\nresponsibilities of the particular committee, the procedures for committee
\nmember appointment and removal and committee structure and operations, as well
\nas reporting to the Board. The charters shall also provide for an annual
\nevaluation of each committee153s performance.<\/p>\n

5<\/p>\n

\n

Committee Chairs<\/u><\/p>\n

Possible rotation of committee chair positions shall be reviewed at the time
\nof the annual meeting after the incumbent has held the position for at least
\nthree full years, unless the chair of the committee earlier resigns the chair
\nposition, dies, or otherwise leaves the applicable committee. When a vacancy
\noccurs in a committee chair position the Governance Committee will make a
\nrecommendation to the Board for a new committee chair.<\/p>\n

Frequency and Length of Committee Meetings and Committee Agenda<\/u><\/p>\n

The chair of each standing committee, with the assistance of appropriate
\nmembers of management, shall determine the frequency and length of meetings of
\nthe committee and develop the agenda for each meeting. At the direction of the
\nchair, a member of the committee or a member of management shall take minutes of
\neach committee meeting. Board members who are not members of a committee are
\nnevertheless welcome to attend its meetings.<\/p>\n\n\n\n
\n

X.<\/strong><\/p>\n<\/td>\n

\n

Board Member Access to Management and Independent Advisors <\/strong>\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Board members shall have access to the management and employees of the
\nCompany and to its outside counsel and auditors. Any meetings or contacts that a
\ndirector wishes to initiate may be arranged through the CEO.<\/p>\n

Executive officers and other members of senior management are expected to be
\npresent at Board meetings at the invitation of the Board. The Board encourages
\nsenior management to make presentations and to invite to Board meetings managers
\nand other employees who can provide additional insight into the items being
\ndiscussed. The Board also encourages senior management to include in Board
\nmeetings individuals that senior management believes may become prospective
\nleaders of the Company.<\/p>\n

The Board and each of its committees is authorized to hire independent legal,
\nfinancial or other advisors as they may consider necessary, without obtaining
\nthe approval of management or, in the case of committees, the full Board.<\/p>\n\n\n\n
\n

XI.<\/strong><\/p>\n<\/td>\n

\n

Director Compensation <\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Governance Committee shall review annually and recommend to the Board for
\nits approval compensation (including stock option grants and other equity-based
\ncompensation) for the Company153s directors. In so reviewing and recommending
\ndirector compensation, the Governance Committee shall retain and consider the
\nviews of an independent advisor.<\/p>\n

6<\/p>\n

\n\n\n\n
\n

XII.<\/strong><\/p>\n<\/td>\n

\n

Director Orientation and Continuing Education <\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

All new members of the Board are expected to participate in the Company153s
\norientation program for directors. Other directors may also attend the
\norientation program.<\/p>\n

Such orientation and continuing education programs shall be developed by the
\nCompany153s Secretary and overseen by the Governance Committee of the Board.<\/p>\n\n\n\n
\n

XIII.<\/strong><\/p>\n<\/td>\n

\n

Management Evaluation and Management Succession <\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Human Resources Committee shall establish the compensation package of the
\nChief Executive Officer. It also shall review and approve the compensation
\npackages of the officers of the Company who report directly to the Chief
\nExecutive Officer and the Chief Operating Officer, and any other officers whose
\ncompensation is required to be disclosed in detail in the Company153s annual proxy
\nstatement.<\/p>\n

The Human Resources Committee shall evaluate the performance of the senior
\nmanagement of the Company and shall present its findings to the full Board. The
\nHuman Resources Committee also shall review and report to the Board on the
\nCompany153s succession planning, including succession planning in the case of the
\nincapacitation, retirement or removal of the CEO.<\/p>\n

The CEO shall provide an annual report to the Human Resources Committee
\nrecommending and evaluating potential successors, along with a review of any
\ndevelopment plans recommended for such individuals. The CEO shall also provide
\nto the Board, on an ongoing basis, his or her recommendation as to a successor
\nin the event of an unexpected emergency.<\/p>\n\n\n\n
\n

XIV.<\/strong><\/p>\n<\/td>\n

\n

Annual Performance Evaluation <\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Board, led by the Governance Committee, shall establish and conduct an
\nannual self-evaluation to determine whether it and its committees are
\nfunctioning effectively. The Governance Committee shall oversee the evaluation
\nwith each director responding to a questionnaire developed by the Governance
\nCommittee with respect to various criteria. The collective evaluations shall be
\ncompiled in advance of the review session and shall be presented by the Chair of
\nthe governance Committee to the full Board for discussion. This process shall
\nalso include annual self-assessments by each Board committee, relying on a
\nreview process similar to that used by the Board, with performance criteria for
\neach committee established on the basis of its charter.<\/p>\n

7<\/p>\n

\n\n\n\n
\n

XV.<\/strong><\/p>\n<\/td>\n

\n

Evaluation of Individual Director Performance <\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

It is the policy of the Board to have the Governance Committee assess, on the
\nbasis of established criteria, the performance of each individual director
\nstanding for re-election at the next shareowners meeting. The established
\ncriteria shall address each director153s core competencies, independence,
\neffectiveness, and level of commitment.<\/p>\n

The Governance Committee shall consider not only an individual153s qualities,
\nperformance and professional responsibilities, but also the then composition of
\nthe Board and the challenges and needs of the Board at that time. The Governance
\nCommittee also shall consider the impact of any change in the principal
\noccupation of existing directors. Upon completion of the individual director
\nevaluation process, the Committee shall report to the full Board its conclusions
\nand recommendations for nominations to the Board.<\/p>\n

It is the policy of the Board that the Governance Committee also should
\nreview and consider the performance of any individual director if a situation
\nwere to arise that interfered with the proper performance of his or her duties
\nas a member of the Board.<\/p>\n

8<\/p><\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7858],"corporate_contracts_industries":[],"corporate_contracts_types":[9553,9556],"class_list":["post-40773","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-ingram-micro-inc","corporate_contracts_types-corporate","corporate_contracts_types-corporate__govern"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40773","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40773"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40773"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40773"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40773"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}