2003 Nominating Charter: TECD

Approved by Governance & Nominating Committee 2/10/03
8717
Tech Data Proprietary
Tech Data Corporation
GOVERNANCE AND NOMINATING COMMITTEE CHARTER
Role and Purpose The purpose of the Governance and Nominating Committee (the
"Committee") of the Board of Directors of Tech Data Corporation (the
"Company") is to assist the Board of Directors in ensuring that the
Board is appropriately organized to meet its fiduciary duties to the
Company and its shareholders and to develop and recommend to the
Board corporate governance principles applicable to the Company.
Composition The Committee shall consist of at least three directors, each of whom
shall satisfy any applicable independence requirements established by
regulation or the listing organization on which the Company's shares
are traded. Members shall be elected annually by the full Board of
Directors and shall hold office until the earlier of:
(1) the election of their respective successors,
(2) the end of their service as a director of the Company (whether
through resignation, removal, expiration of term, or death), or
(3) their resignation from the Committee.
The chairperson of the Committee may be selected by the Board of
Directors or, if it does not do so, the Committee members may elect a
chairperson by vote of a majority of the full Committee. The
Committee may form and delegate authority to subcommittees when
appropriate.
Duties and
Responsibilities
The Committee's duties and responsibilities shall be to:
1. Develop and recommend to the Board of Directors corporate
governance principles applicable to the Company.
2. Review and report on possible candidates for membership on the
Board of Directors consistent with the board's criteria for selecting
new directors as expressed in the corporate governance principles
or otherwise.
3. Annually recommend a slate of nominees to the Board of Directors
with respect to nominations for the board at the annual meeting of
stockholders.
4. Make recommendations to the Board of Directors on:
(1) Nominees to the Board,
(2) Board of Director qualifications,
(3) Criteria for selection of new Board members,
(4) Committee member qualifications,
(5) Committee member appointments and removals, and
(6) Committee structure and operations (including authority to
delegate to subcommittees).
5. Recommend a process for the Board to evaluate its performance
and assess its contribution to the Company annually.
Approved by Governance & Nominating Committee 2/10/03
8717
Tech Data Proprietary
6. Report to the Board of Directors, by means of written or oral
reports, submission of minutes of Committee meetings or
otherwise, from time to time or whenever it shall be called upon to
do so.
7. Review this charter and the corporate governance principles
annually for possible revision.
8. Review the orientation process and the continuing education
program for all directors, as may be required by applicable listing
standards or other regulatory requirements.
9. Monitor compliance of the Board of Directors and Section 16
officers of the Company with the Company's Code of Ethics and
other applicable policies of the Company.
10. Periodically review the management succession plans for key
senior management of the Company and recommend to the Board
a successor to the chief executive officer when a vacancy occurs.
11. Periodically review portions of the Company's crisis management
plan that address major adverse events of a non-financial nature.
12. Monitor outside opinion and shareholder attitudes toward the
Company and the Board related to governance issues.
Resources The Committee shall have the authority to obtain advice and seek
assistance from outside legal, accounting or other advisors, including
search firms, as it determines necessary to carry out its duties. The
Committee shall have sole authority to retain and terminate any search
firm to be used to identify director candidates, including sole authority
to approve such search firm's fees and other retention terms.
Interpretations
and
Determinations
The Committee shall have the power and authority to interpret this
Charter and make any determinations as to whether any act taken has
been taken in compliance with the terms hereof.
Evaluation The Committee shall ensure that an evaluation is conducted annually
of its performance, which shall include review by Board members who
are not part of this Committee.