The Audit Committee of Anixter International Inc. (the "Company") shall be
comprised of at least three directors, each of whom the Board has affirmatively
determined has no material relationship with the Company and each of whom is
otherwise "independent" under applicable law and stock exchange or quotation
system listing requirements. The Board shall also determine that each member is
"financially literate," and that one member of the Audit Committee has
"accounting or related financial management expertise," as such qualifications
are interpreted by the Board of Directors in its business judgment, and whether
any member of the Audit Committee is an "audit committee financial expert," as
defined by rules of the Securities and Exchange Commission (the "SEC").
     No director may serve as a member of the Audit Committee if such director
serves on the audit committees of more than two other public companies unless
the Board of Directors determines that such simultaneous service would not
impair the ability of such director to effectively serve on the Audit Committee,
and discloses this determination in the Company's annual proxy statement. No
member of the Audit Committee may receive, directly or indirectly, any
consulting, advisory or other compensatory fee from the Company other than fees
for service on the Board and its committees.
     Directors recommended by the Nominating and Governance Committee shall be
appointed to the Audit Committee upon approval by the Board and shall serve at
the pleasure of the Board.
     The Audit Committee shall designate one of its members as its chairperson
subject to approval by the Nominating and Governance Committee.
     The purposes of the Audit Committee are to:
     1. assist Board oversight of (i) the integrity of the Company's financial
statements, (ii) the Company's compliance with legal and regulatory
requirements, (iii) the independent auditors' qualifications and independence,
and (iv) the performance of the independent auditors and the Company's internal
audit function; and
     2. prepare the report required to be prepared by the Audit Committee
pursuant to the rules of the SEC for inclusion in the Company's annual proxy
     The function of the Audit Committee is oversight. While the Audit Committee
has the duties and powers set forth in this Charter, it is not the duty of the
Audit Committee to plan or conduct audits or to determine that the Company's
financial statements and disclosures are complete and accurate and are in
accordance with generally accepted accounting principles and applicable rules
and regulations. Management is responsible for the preparation, presentation,
and integrity of the Company's financial statements and for the appropriateness
of the accounting principles and reporting policies that are used by the
Company. The independent auditors are responsible for auditing the Company's
financial statements and for reviewing the Company's unaudited interim financial
     The independent auditors for the Company are accountable to the Board and
the Audit Committee, as representatives of the shareholders. The Audit Committee
is directly responsible for the appointment, retention, compensation and
oversight of the work of the independent auditors (including resolving
disagreements between management and the independent auditors regarding
financial reporting). The independent auditors shall report directly to the
Audit Committee.
     The independent auditors shall submit to the Audit Committee annually a
formal written statement (the "Auditors' Statement") describing: the auditors'
internal quality-control procedures; any material issues raised by the most
recent internal quality-control review or peer review of the auditors, or by any
inquiry or
investigation by governmental or professional authorities, within the preceding
five years, respecting one or more independent audits carried out by the
auditors, and any steps taken to deal with any such issues; and (to assess the
auditors' independence) all relationships between the independent auditors and
the Company, including at least the matters set forth in Independence Standards
Board No. 1.
     The Audit Committee shall meet once every fiscal quarter, or more
frequently if circumstances dictate or it chooses to do so, to discuss with
management the annual audited financial statements and quarterly financial
statements, as applicable. The Audit Committee shall regularly set aside
adequate time to meet separately with each of management, the director of the
internal auditing department and the independent auditors. The Audit Committee
may request any officer or employee of the Company or the Company's outside
counsel or independent auditors to attend a meeting of the Audit Committee or to
meet with any members of, or consultants to, the Audit Committee.
     To carry out its purposes, the Audit Committee shall have the following
duties and powers:
     1. with respect to the independent auditors,
          (i) to directly appoint, retain, compensate, evaluate, and terminate
     the independent auditors, including sole authority to approve all audit
     engagement fees and terms;
          (ii) to pre-approve all audit and permissible non-audit services to be
     provided by the independent auditors;
          (iii) to ensure that the independent auditors prepare and deliver
     annually an Auditors' Statement (it being understood that the independent
     auditors are responsible for the accuracy and completeness of this
     Statement), and to discuss with the independent auditors any relationships
     or services disclosed in this Statement that may impact the quality of
     audit services or the objectivity and independence of the Company's
     independent auditors;
          (iv) to obtain from the independent auditors in connection with any
     audit a timely report relating to the Company's annual audited financial
     statements describing all critical accounting policies and practices used,
     all alternative treatments of financial information within generally
     accepted accounting principles that have been discussed with management,
     ramifications of the use of such alternative disclosures and treatments,
     and the treatment preferred by the independent auditors, and any material
     written communications between the independent auditors and management,
     such as any "management" letter or schedule of unadjusted differences;
          (v) to discuss with management, and decide upon, the timing and
     process for implementing the rotation of the lead audit partner, the
     concurring partner and any other active audit engagement team partner and
     consider whether there should be a regular rotation of the audit firm
     2. with respect to the internal auditing department,
          (i) to review and approve (or if necessary, disapprove) the
     appointment and replacement of the director of the internal auditing
     department; and
          (ii) to advise the director of the internal auditing department that
     he or she is expected to provide to the Audit Committee oral or written
     summaries of and complete copies of the significant reports to management
     prepared by the internal auditing department and management's responses
     3. with respect to financial reporting principles and policies and internal
audit controls and procedures,
          (i) to consider any reports or communications (and management's and/or
     the internal audit department's responses thereto) submitted to the Audit
     Committee by the independent auditors required by or referred to in SAS 61
     (as codified by AU Section 380), as it may be modified or supplemented;
          (ii) to meet with management, the independent auditors and, if
     appropriate, the director of the internal auditing department:
           - to discuss the scope of the annual audit;
           - to discuss the annual audited financial statements and quarterly
             financial statements, including the Company's disclosures under
             "Management's Discussion and Analysis of Financial Condition and
             Results of Operations", prior to the filing of the Company's Annual
             Report on Form 10-K or Quarterly Report on Form 10-Q;
           - to discuss, in association with the review of the interim financial
             statements, the results of the quarterly review and any other
             matters required to be communicated to the Audit Committee by the
             independent auditors under generally accepted auditing standards;
           - to discuss, in association with the audit of the annual financial
             statements, the results of the annual audit and any other matters
             required to be communicated to the Audit Committee by the
             independent auditors under generally accepted auditing standards
             including their judgment about the quality, not just the
             acceptability, of accounting principles, the reasonableness of
             significant judgments, and the clarity of the disclosures in the
             financial statements;
           - to discuss any significant matters arising from any audit,
             including any audit problems or difficulties, whether raised by
             management, the internal auditing department or the independent
             auditors, relating to the Company's financial statements;
           - to discuss any difficulties the independent auditors encountered in
             the course of the audit, including any restrictions on their
             activities or access to requested information and any significant
             disagreements with management;
           - to discuss any "management" or "internal control" letter issued, or
             proposed to be issued, by the independent auditors to the Company;
           - to discuss, as appropriate: (a) any major issues regarding
             accounting principles and financial statement presentations,
             including any significant changes in the Company's selection or
             application of accounting principles, and major issues as to the
             adequacy of the Company's internal controls and any special audit
             steps adopted in light of material control deficiencies; (b)
             analyses prepared by management and/or the independent auditors
             setting forth significant financial reporting issues and judgments
             made in connection with the preparation of the financial
             statements, including analyses of the effects of alternative GAAP
             methods on the financial statements; and (c) the effect of
             regulatory and accounting initiatives, as well as off-balance sheet
             structures, on the financial statements of the Company;
          (iii) to inquire of the Company's chief executive officer and chief
     financial officer as to the existence of any significant deficiencies in
     the design or operation of internal controls that could adversely affect
     the Company's ability to record, process, summarize and report financial
     data, any material weaknesses in internal controls, and any fraud, whether
     or not material, that involves management or other employees who have a
     significant role in the Company's internal controls;
          (iv) to discuss guidelines and policies governing the process by which
     senior management of the Company and the relevant departments of the
     Company assess and manage the Company's exposure to risk, and to discuss
     the Company's major financial risk exposures and the steps management has
     taken to monitor and control such exposures;
          (v) to obtain from the independent auditors assurance that the audit
     was conducted in a manner consistent with Section 10A of the Securities
     Exchange Act of 1934, as amended, which sets forth certain procedures to be
     followed in any audit of financial statements required under the Securities
     Exchange Act of 1934;
          (vi) to discuss with the Company's General Counsel any significant
     legal, compliance or regulatory matters that may have a material effect on
     the financial statements, or the Company's business or compliance policies,
     including material notices to or inquiries received from governmental
          (vii) to discuss and review the type and presentation of information
     to be included in earnings press releases;
          (viii) to discuss the types of financial information and earnings
     guidance provided, and the types of presentations made, to analysts and
     rating agencies;
          (ix) to establish procedures for the receipt, retention and treatment
     of complaints received by the Company regarding accounting, internal
     accounting controls or auditing matters, and for the confidential,
     anonymous submission by Company employees of concerns regarding
     questionable accounting or auditing matters; and
          (x) confirm with management that it has not hired employees or former
     employees of the independent auditors which would cause such auditors not
     to be independent under Rule 2-01(c)(2)(iii) of Regulation S-X;
     4. with respect to reporting and recommendations,
          (i) to review this Charter at least annually and recommend any changes
     to the full Board of Directors;
          (ii) to report its activities to the full Board of Directors on a
     regular basis and to make such recommendations with respect to the above
     and other matters as the Audit Committee may deem necessary or appropriate;
          (iii) to prepare and review with the Board an annual performance
     evaluation of the Audit Committee, which evaluation must compare the
     performance of the Audit Committee with the requirements of this charter.
     The performance evaluation by the Audit Committee shall be conducted in
     such manner as the Audit Committee deems appropriate. The report to the
     Board may take the form of an oral report by the chairperson of the Audit
     Committee or any other member of the Audit Committee designated by the
     Audit Committee to make this report.
     The Audit Committee may, in its discretion, form and delegate authority to
a subcommittee of the Audit Committee. The Audit Committee may, in its
discretion, delegate to one or more of its members the authority to pre-approve
any audit or non-audit services to be performed by the independent auditors,
provided that any such approvals are presented to the Audit Committee at its
next scheduled meeting.
     The Audit Committee shall have the resources and authority appropriate to
discharge its duties and responsibilities, including the authority to select,
retain, terminate, and approve the fees and other retention terms of special or
independent counsel, accountants or other experts and advisors, as it deems
necessary or appropriate, without seeking approval of the Board or management.