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As Of Filer Filing For·On·As Docs:Size Issuer Agent 3/13/08 Systemax Inc 10-K 12/31/07 11:2.2M Merrill Corp-MD/FA |
Document/Exhibit Description Pages Size 1: 10-K Annual Report HTML 1.20M 2: EX-3.2 Articles of Incorporation/Organization or By-Laws HTML 55K 3: EX-10.27 Material Contract HTML 18K 4: EX-10.28 Material Contract HTML 268K 5: EX-10.29 Material Contract HTML 32K 6: EX-21 Subsidiaries HTML 11K 7: EX-23 Consent of Experts or Counsel HTML 8K 8: EX-31.1 Certification -- Sarbanes-Oxley Act - Sect. 302 HTML 14K 9: EX-31.2 Certification -- Sarbanes-Oxley Act - Sect. 302 HTML 14K 10: EX-32.1 Certification -- Sarbanes-Oxley Act - Sect. 906 HTML 9K 11: EX-32.2 Certification -- Sarbanes-Oxley Act - Sect. 906 HTML 9K
EXHITBIT 3.2
OF
SYSTEMAX INC.
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Section 15. Independent Director.
(i) The Board’s independent directors shall elect one of the independent directors to serve as a lead independent director (the “Lead Independent Director”). The Lead Independent Director shall be reaffirmed annually by vote of a majority of the independent directors.
(ii) The Board’s independent directors shall meet separately from the Chief Executive Officer in executive sessions, chaired by the Lead Independent Director, held on at least a quarterly basis.
(iii) The Lead Independent Director is responsible for coordinating the activities of the independent directors. In addition to the duties of all Board members (which shall not be limited or diminished by the Lead Independent Director’s role), the specific responsibilities of the Lead Independent Director shall be as follows:
(a) advise the Chairman of the Board as to an appropriate schedule of Board meetings, seeking to ensure that the independent directors can perform their duties responsibly while not interfering with the flow of the Corporation’s operations;
(b) provide the Chairman of the Board with input as to the preparation of agendas for the Board and committee meetings;
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(c) advise the Chairman of the Board as to the quality, quantity, and timeliness of the flow of information from the Corporation’s management that is necessary for the independent directors to effectively and responsibly perform their duties, and although the Corporation’s management is responsible for the preparation of materials for the Board, the Lead Independent Director may specifically request the inclusion of certain material;
(d) recommend to the Chairman of the Board the retention of consultants who report directly to the Board;
(e) assist the Board and the Corporation’s officers in assuring compliance with and implementation of the corporate governance policies; and be principally responsible for recommending revisions to the corporate governance policies;
(f) coordinate and develop the agenda for, and moderate executive sessions of, the independent directors of the Board, and act as principal liaison between the independent directors and the Chairman of the Board on sensitive issues; and
(g) recommend to the Chairman of the Board the membership of the various Board committees.
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This ‘10-K’ Filing | Date | Other Filings | ||
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Filed on: | 3/13/08 | 4, 8-K | ||
For Period End: | 12/31/07 | |||
5/15/06 | ||||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/18/21 Global Industrial Co. 10-K 12/31/20 87:9.3M |