Nominating Committee Charter
Of CDW Corporation

 

Purpose

The purpose of the Nominating Committee (the "Committee") of the Board of Directors (the "Board") of CDW Corporation (the "Company") is to identify, evaluate and recommend to the Board individuals qualified to be directors of the Company.



Composition of Committee

The Committee will be comprised of three or more directors, each of whom will meet the independence requirements of The Nasdaq Stock Market, Inc. Determinations as to whether a particular director satisfies the requirements for membership on the Committee shall be made by the Board. Committee members shall be appointed by the Board and shall serve for such terms as the Board may determine, or until their earlier resignation, death or removal by the Board. If a Committee Chair is not designated, the members of the Committee may designate a Chair by majority vote of the Committee membership.



Meetings

The Committee is governed by the same rules regarding meetings (including meetings by conference telephone or similar communications equipment), action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the Board. The Committee is authorized and empowered to adopt its own rules of procedure not inconsistent with (i) any provision of this Charter, (ii) any provision of the By-laws of the Company or (iii) the laws of the state of
Illinois. The Committee will maintain copies of minutes of each meeting of the Committee, and each written consent to action taken without a meeting, reflecting the actions so authorized or taken by the Committee. A copy of the minutes of each meeting and all consents will be placed in the Company's minute books.

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Authority

The Committee will have the resources and authority necessary to discharge its duties and responsibilities, including the authority to retain outside counsel or other experts or consultants, as it deems appropriate. Any communications between the Committee and legal counsel in the course of obtaining legal advice will be considered privileged communications of the Company and the Committee will take all necessary steps to preserve the privileged nature of those communications. The Committee may form, and delegate authority to, subcommittees when it deems appropriate.

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Duties and Responsibilities

The principal responsibilities and functions of the Committee are as follows:

1.

Develop and make recommendations to the Board with regard to the criteria for the selection of new directors in the context of the needs of the Board and the Company and such other criteria as the Committee shall determine to be relevant.

2.

Assist in identifying, interviewing and recruiting candidates for the Board. In this regard, the Committee shall have authority to retain and terminate any search firm to be used to identify director candidates, including authority to approve the search firm's fees and other retention terms.

3.

Before recommending an incumbent, replacement or additional director, review his or her qualifications, including capability, availability to serve, conflicts of interest, reputation for integrity and other relevant factors.

4.

Review director candidates submitted by shareholders.

5.

Make recommendations to the Board regarding all nominees for board membership, whether for the slate of director nominees to be proposed by the Board to the shareholders or any director nominees to be elected by the Board to fill interim director vacancies or newly-created directorships.

6.

Recommend directors for appointment to Board committees, including Committee Chairs.

7.

Review and reassess the adequacy of this Charter periodically and recommend any proposed changes to the Board for approval.

8.

Conduct an annual performance evaluation of the Committee and identify opportunities for improved effectiveness.

9.

Report to the Board on a regular basis and make such recommendations with respect to any of the above and other matters as the Committee deems necessary or appropriate.

10.

Perform such other duties and responsibilities, consistent with this Charter, delegated to the Committee by the Board.