WESCO International, Inc.
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Corporate Governance

Independence Policy

The Board of Directors of WESCO International, Inc. has adopted the following standards for determining the independent status of each its directors for purposes of serving on the Board and its Committees and complying with the listing standards of the New York Stock Exchange and Securities and Exchange Commission rules on corporate governance. The Board of Directors will, on an annual basis, affirmatively determine the independent status of each of its directors relative to the standards that have been adopted. Such standards and determinations will be disclosed in the Company's proxy materials and Annual Report on Form 10-K, as required.

Independence Standards

A member of the Company's Board is considered to be independent of management of the Company, unless:

  • Such director is also a member of management of the Company,
  • Such director (or an immediate family member of such director) received more than $100,000 in direct compensation in any one year within the past three years for services, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service),
  • Such director (or an immediate family member of such director) was affiliated with or employed, in a professional capacity, by a present or former internal or external auditor of the Company within the past three years,
  • Such director (or an immediate family member of such director) was employed, as an executive officer, by another company where any of the Company's present executive officers served on such company's compensation committee within the past three years,
  • Such director (or an immediate family member of such director) was an employee of a company that made payments to, or received payments from, the Company for property or services in an amount which, in any single fiscal year, exceeded $1 million or 2% of such other company's consolidated gross revenues, whichever was greater, during the past three years,
  • Such director (or an immediate family member of such director) was an employee of a company that was indebted to the Company in an amount that exceeds 5% of such company's total assets or 5% of the Company's total assets at the end of each respective fiscal year within the past three years, or
  • Such director (or immediate family member of such director) was affiliated, either as an employee, officer or director, with a foundation, university or other non-profit organization that received a donation from the Company in excess of $100,000 or from an executive officer of the Company in excess of $10,000 in any one year during the past three years.

For purposes of participating on the Audit Committee of the Board, such director (in addition to the above) will also meet the independence requirements set forth in Rule 10A-3 of the Securities Exchange Act of 1934, as amended.


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© 2006 WESCO International, Inc.