1. INGRAM MICRO INC.
EXECUTIVE AND FINANCE COMMITTEE CHARTER
March 28, 2006
I. Purpose of Committee
The purpose of the Executive and Finance committee (the “Committee”) of the Board of
Directors (the “Board”) of Ingram Micro inc. (the “Corporation”) is to oversee the
financial affairs and policies of the Corporation and make decisions requiring the
attention of the Board between regularly scheduled meetings of the Board, subject to the
limitations set forth by the Corporation’s Bylaws.
II. Committee Membership
The Committee’s membership shall be consistent with the requirements of the
Corporation’s Bylaws. The members of the Committee shall be appointed by the Board.
Members shall serve at the pleasure of the Board and for such term or terms as the Board
may determine.
III. Committee Structure and Operations
The Board shall designate one member of the Committee as its chair. The Committee
shall meet in person or telephonically at least two times per year at a time and place
determined by the Committee’s chair, with further meetings to occur when deemed
necessary or desirable by the Committee or its chair. An agenda of matters to be
addressed shall be distributed in advance of each meeting. The Committee shall maintain
minutes of its meetings and report to the Board on a regular basis, but not less than once
per year.
The Committee, may, in its discretion, delegate all or a portion of its duties and
responsibilities to a subcommittee of the Committee.
IV. Committee Duties and Responsibilities
In furtherance of its purpose, the Committee shall have the following duties and
responsibilities:
1. Between regularly scheduled meetings of the Board, make decisions requiring the
attention of the Board which are not prohibited by the Corporation’s Bylaws or
determined by the chair or a majority of the Committee to require action from the
entire Board.
2. Recommend to the Board the appropriate capital structure for the Corporation.
3. Annually review and approve the Corporation’s capital adequacy and financing plan.
Establish guidelines specifying the types of debt offerings or transactions the
Committee is required to approve, and review and approve debt offerings and
transactions required to be submitted to the Committee.
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2. 4. Review and recommend to the Board, as appropriate, the terms and conditions of
equity offerings (common, preferred, convertible, debt, etc.) and repurchases.
5. Make recommendations to the Board concerning the Corporation’s dividend policy.
Approve dividend payments consistent with the dividend policy approved by the
Board.
6. Review and approve on a periodic basis ROIC targets for the Corporation, its
divisions, operating regions and subsidiaries.
7. Review the assumptions and projected financial results associated with the
Corporation’s annual operating plans, strategic plans, and major reorganization and
restructuring plans.
8. Review and either approve or reject, as appropriate, authorizations for capital
expenditure required to be submitted to the Board with a value of up to $50 million
for budgeted items and $25 million for unbudgeted items. Review and recommend
approval or rejection, as appropriate, to the Board of authorizations for capital
expenditure with a value of greater than $50 million for budgeted items and $25
million for unbudgeted items.
9. Review and either approve or reject, as appropriate, any acquisition, joint venture,
business combination, investment or divestiture with a total aggregate consideration
up to 2% of the Corporation’s stockholder equity calculated in accordance with
generally accepted accounting principles for the most recent quarter for which
financial information is available (after taking into account the amount of any
indebtedness to be assumed or discharged by the Corporation or any of its
subsidiaries and any amounts required to be contributed, invested or borrowed by the
Corporation or any of its subsidiaries) unless any such transaction involves a change
in strategic direction or entry into a new line of business. Review and recommend
either approval or rejection, as appropriate, to the Board of any such transaction with
a total aggregate consideration greater than 2% of the Corporation’s stockholders’
equity or that involves a change in strategic direction or entry into a new line of
business.
10. Review on a periodic basis the financial results realized from authorizations for
capital expenditure required to be submitted to the Board and transactions described
in Paragraph 9 above.
11. Review on a periodic basis the Corporation’s policy governing approval levels for
customer credit limits, capital expenditures, acquisitions, joint ventures, business
combinations or divestitures.
12. Review from time-to-time the investment policies and choices offered by the
Corporation’s 401(k) savings plan and supplemental savings plan.
13. Review from time-to-time the Corporation’s policies regarding the use of financial
derivatives and the Corporation’s derivative positions.
14. Review from time-to-time the Corporation’s foreign exchange hedging policies and
procedures and the Corporation’s foreign exchange exposure positions.
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3. 15. Review from time-to-time the Corporation’s tax position and key tax strategies.
16. Review from time-to-time the adequacy of the Corporation’s insurance coverage.
17. Review from time-to-time the Corporation’s cash management policies and
procedures.
18. Review and establish policies with respect to the issuance of corporate guarantees.
Review from time to time the Corporation’s outstanding guarantees.
V. Performance Evaluation
The Committee shall produce and provide to the Board an annual performance evaluation
of the Committee, which evaluation shall compare the performance of the Committee
with the requirements of this charter. The performance evaluation shall also recommend
to the Board any improvements to the Committee’s charter deemed necessary or desirable
by the Committee. The performance evaluation by the Committee shall be conducted in
such manner as the Committee deems appropriate. The report to the Board may take the
form of an oral report by the chair of the Committee or any other member of the
Committee designated by the Committee to make this report.
VI. Resources and Authority of the Committee
The Committee shall have the resources and authority appropriate to discharge its duties
and responsibilities, including the authority to consult with and obtain information from
the executive officers and other employees of the Corporation and to retain, at the
Corporation’s expense, counsel and other experts or consultants.
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