CHARTER OF THE GOVERNANCE COMMITTEE
OF THE BOARD OF DIRECTORS OF
BLACK BOX CORPORATION
ADOPTED AS OF
JUNE 25, 2004
I. PURPOSE AND AUTHORITY OF THE COMMITTEE
The Governance Committee (the "Committee") of the Board of Directors (the
"Board") of Black Box Corporation ("Black Box" or the "Company") shall provide
independent oversight of the corporate governance functions of Black Box and its
subsidiaries, ensure governance practices are sound and perform any other
responsibilities vested in it pursuant to this charter.
II. COMPOSITION OF THE COMMITTEE
The Committee shall consist of not le
ssthan three directors, appointed by
the Board, each of whom qualifies as an independent director under applicable
Nasdaq National Market ("NASDAQ") rules, as then in effect, and any applicable
Securities and Exchange Commi
ssion ("SEC") rules or regulations, exclusive in
each instance of any independence rules applicable solely to audit committee
The members of the Committee shall be appointed annually to one-year terms
by majority vote of the Board at the first meeting of the Board following the
annual meeting of the Company's stockholders. The Committee, by majority vote of
the appointed Committee members, shall appoint one of the appointed members as
Committee Chair. Vacancies on the Committee shall be filled by majority vote of
the Board at the next Board meeting following the occurrence of the vacancy or
as soon as practicable thereafter. A vacancy in the position of Committee Chair
shall be filled by majority vote of the Committee at the next Committee meeting
following the occurrence of the vacancy or as soon as practicable thereafter. No
member of the Committee shall be removed except by majority vote of the
independent directors then in office.
III. MEETINGS AND PROCEDURES OF THE COMMITTEE
The Committee shall fix its own rules of procedure, which shall be
consistent with the By-laws of the Company and this charter. The Committee is to
meet at least two times each year and as many other times as the Committee deems
ssary. Members of the Committee shall strive to be present at all meetings.
A majority of the members of the Committee present in person or by means of
a conference telephone or other communications equipment by means of which all
persons participating in the meeting can hear each other shall constitute a
The Committee may form subcommittees for any purpose that the Committee
deems appropriate and may delegate to such subcommittees such power and
authority within the scope of the Committee's authority as the Committee deems
appropriate; provided, however, that no subcommittee shall consist of fewer than
two members; and provided further that the Committee shall not delegate to a
subcommittee any power or authority required by any applicable law, regulation
or listing standard to be exercised by the Committee as a whole.
The Committee may request that any directors, officers or Team Members of
the Company, or other persons whose advice and counsel are sought by the
Committee, attend any meeting of the Committee to provide such pertinent
information as the Committee requests.
Following each of its meetings, the Committee shall report its
deliberations at the next meeting of the Board, including a description of all
actions taken by the Committee at the meeting and an identification of any
matters that require action by the Board. The Committee shall keep written
minutes of its meetings which shall be maintained with the books and records of
IV. DUTIES OF THE COMMITTEE
The Committee shall have the following duties and responsibilities:
1. Review, on an ongoing basis, the corporate governance practices and
principles established and implemented by the Board and management for the
2. Monitor trends and regulatory requirements in corporate governance.
3. Recommend to the Board any changes in the Company's corporate
governance practices and functions based upon the trends and regulatory
requirements referenced in the preceding paragraph.
4. Provide to the Board of Directors, on an annual basis, its
recommendation as to the compensation to be provided to members of the
Company's Board of Directors, including any compensation provided for
service on Board committees, based upon (1) an evaluation of the objectives
and performance of the members of the Board, taking into account the
Company's short term and long term goals and performance and (2)
competitive market data.
The Committee will have acce
ssto management and profe ssional advisors for
consultation as nece
ssary and will review with Black Box management any
suggestions for changes or improvements to ensure that governance practices are
adequate and appropriate for the Company.
V. EVALUATION OF THE CHARTER
The Committee shall periodically, and at least annually, evaluate this
charter. The Committee shall report to the Board the results of its evaluation,
including any recommended amendments to this charter and any recommended changes
to the Company's or the Board's policies or procedures.