Finance Committee Charter

 

Amended and Restated August 13, 2004


I. Purpose

The purpose of the Finance Committee is to assist the Board of Directors in fulfilling its oversight responsibilities with respect to the Company's financial affairs, including the Company's short and long-term financing and capital structure, and to administer the Avnet Pension Plan and Trust and the Avnet 401(k) Plan.

II. Organization

The Finance Committee shall be appointed by the Board of Directors from time to time and shall consist of three or more Directors. The Board of Directors shall appoint one member of the Committee as the Chair.

         The Finance Committee shall meet at least four times annually, or more frequently if the circumstances dictate. At least two of these meetings shall be in person, while others may be conducted telephonically.

         The Chair (or in his or her absence, a member designated by the Chair) shall preside at all meetings of the Finance Committee. The Chair shall be responsible for leadership of the Committee, including scheduling meetings, preparing agendas and making regular reports to the Board of Directors.

         The Finance Committee shall have complete access to management. The Finance Committee may invite members of management or others to attend the Committee's meetings and provide pertinent information as appropriate.

         Minutes of each Finance Committee meeting shall be prepared and sent to all Finance Committee members.

         The Finance Committee shall annually evaluate the effectiveness of the Committee and assess the adequacy of this Finance Committee Charter and recommend any proposed changes to the Board of Directors.

0.        The Finance Committee shall have the authority to obtain advice and assistance from internal or external legal, accounting or other advisors.

III. Responsibilities and Duties