**Exhibit99.1**

** **

**AUDITCOMMITTEE CHARTER**

 

**FOR**

 

**SYSTEMAXINC.**

 

**(revised February 23,2009)**

 

Purpose of Committee

 

The purpose of the AuditCommittee (the “**Committee**”) of the Board ofDirectors (the “**Board**”) of Systemax Inc. (the “**Company**”) is to (a) assist the Board with oversight of (i) theintegrity of the Company’s financial statements, (ii) the Company’scompliance with legal and regulatory requirements, (iii) the Company’sindependent auditor’s qualifications and independence, and (iv) the performanceof the Company’s internal audit function and independent auditors; and (b) preparethe report that U.S. Securities and Exchange Commission rules require beincluded in the Company’s annual proxy statement.

 

The function of theCommittee is oversight. It is not the Committee’s responsibility to certify theCompany’s financial statements or to guarantee the report of the independentauditor. The Company’s management is responsible for the (i) preparation,presentation and integrity of the Company’s financial statements, (ii) maintenanceof appropriate accounting and financial reporting principles and policies, and (iii) maintenanceof internal controls and procedures designed to assure compliance withaccounting standards and applicable laws and regulations. The independentauditor is responsible for planning and carrying out a proper audit andreviews. In fulfilling their responsibilities hereunder, it is recognized thatmembers of the Committee are not full-time employees of the Company. As such,it is not the duty or responsibility of the Committee or its members to conductauditing or accounting reviews or procedures, except to the extent describedbelow under “Performance Evaluation”.

 

Each member of theCommittee shall be entitled to rely on (i) the integrity of those personsand organizations within and outside the Company from which it receivesinformation and (ii) the accuracy of the financial and other informationprovided to the Committee by such persons and organizations absent actual knowledgeto the contrary (which shall be promptly reported to the Company’s Board). In addition,the evaluation of the Company’s financial statements by the Committee is not ofthe same scope as, and does not involve the extent of detail as, auditsperformed by the independent auditor, nor does the Committee’s evaluationsubstitute for the responsibilities of the Company’s management for preparing,or the independent auditor for auditing, the financial statements.

 

Committee Duties andResponsibilities

 

The duties and responsibilitiesof the Committee are to:

 

1.                                       Retainand terminate the Company’s independent auditors (subject, if applicable, to shareholderratification). The Committee shall conduct a re-proposal for the 

 

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Company’s independent auditors at least once every fiveyears and oversee the rotation of the audit partners of the independentauditors as required by the Sarbanes-Oxley Act of 2002. The Committee shallhave the sole authority to approve and/or pre-approve all audit engagement feesand terms, as well as all significant non-audit engagements with theindependent auditor. It is the Company’s policy that any independent auditorresponsible for auditing the Company’s financial statements shall not provideany consulting services to the Company except for tax consulting services andit is the Committee’s responsibility to enforce this policy. The Committee neednot pre-approve non-audit services that fall within the “De Minimis Exception”set forth in Section 10A(i)(1)(B) of the Securities Exchange Act of1934, as amended;

 

2.                                       Atleast annually, obtain and review a report by the independent auditor consistentwith Independence Standards Board of Directors Standard No.1, describing: (a) theindependent auditor’s internal quality-control procedures; (b) any materialissues raised by the most recent internal quality-control review, or peerreview, of the independent auditor, or by any inquiry or investigation bygovernmental or professional authorities, within the preceding five years,respecting one or more independent audits carried out by the independentauditor, and any steps taken to deal with any such issues; and (c) (toassess the auditor’s independence) all relationships between the independentauditor and the Company. After reviewing the foregoing report and theindependent auditor’s work throughout the year, the Committee shall evaluatethe auditor’s qualifications, performance and independence. This evaluation shallinclude the review and evaluation of the lead partner of the independentauditor and the appropriateness of rotating the audit firm itself. In makingits evaluation, the Committee shall take into account the opinions ofmanagement and the Company’s internal auditors (or other personnel responsiblefor the internal audit function). The Committee shall present its conclusionswith respect to the independent auditor to the full Board;

 

3.                                       Reviewand discuss the annual audited financial statements and quarterly financialstatements with management and the independent auditor, including the Company’sdisclosures under “Management’s Discussion and Analysis of Financial Conditionand Results of Operations”;

 

4.                                       Reviewand discuss with management earnings press releases, as well as financialinformation and earnings guidance provided to analysts and rating agencies.This discussion may be done generally (i.e., discussion of the types ofinformation to be disclosed and the type of presentation to be made). TheCommittee is not required to discuss in advance each earnings press release or eachinstance in which the Company provides earnings guidance;

 

5.                                       Asappropriate, obtain advice and assistance from outside legal, accounting orother advisors;

 

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6.                                       Reviewand discuss with management policies with respect to risk assessment and riskmanagement. While it is the job of the chief executive officer and seniormanagement to assess and manage the Company’s exposure to risk, the Committee shalldiscuss guidelines and policies to govern the process by which this is handled.The Committee shall discuss the Company’s major financial risk exposures andthe steps management has taken to monitor and control such exposures;

 

7.                                       Periodicallymeet separately with management, with internal auditors (or other personnel responsiblefor the internal audit function), and with independent auditors;

 

8.                                       Annuallydiscuss with the independent auditor the matters required to be discussed byStatement on Auditing Standards No. 61 relating to the conduct of the audit,including any difficulties encountered in the course of the audit work, anyrestrictions on the scope of activities or access to requested information, andany significant disagreements with management. The discussion shall address, tothe extent applicable, any accounting adjustments that were noted or proposedby the independent auditor but were “passed” (as immaterial or otherwise), anycommunications between the audit team and the auditor’s national office withrespect to auditing or accounting issues presented by the engagement and any “management”or “internal control” letter issued, or proposed to be issued, by theindependent auditor. The Committee shall discuss with the independent auditor:

 

(a)                                  theresponsibilities, budget and staffing of the Company’s internal audit function;

 

(b)                                 theCompany’s critical accounting policies and practices;

 

(c)                                  alternativetreatments of financial information within generally accepted accountingprinciples related to material items the independent auditors have discussedwith management, ramifications of use of the alternative disclosures andtreatments, and the treatment preferred by the independent auditors; and

 

(d)                                 othermaterial written communications between the independent auditor and management,such as any management letter or schedule of unadjusted differences.

 

The Company’s directorsof internal audit shall report directly to the chief financial officer and theCommittee at least four times per fiscal year, or more often as necessary;

 

9.                                       TheCommittee shall periodically review and discuss with management and theindependent auditor: (a) any major issues regarding accounting principlesand financial statement presentations, including any significant changes in the

 

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Company’s selection orapplication of accounting principles, and major issues as to the adequacy ofthe Company’s internal controls and any special audit steps adopted in light ofmaterial control deficiencies; (b) analyses prepared by management and/orthe independent auditor setting forth significant financial reporting issuesand judgments made in connection with the preparation of the financialstatements, including analyses of the effects of alternative GAAP methods onthe financial statements; and (c) the effect of regulatory and accountinginitiatives, as well as off-balance sheet structures, on the financialstatements of the Company.

 

10.                                 TheCommittee shall review disclosures made to the Committee by the Company’s ChiefExecutive Officer and Chief Financial Officer during their certificationprocess for the Form 10-K and Forms 10-Q about significant deficiencies ormaterial weaknesses in the design or operation of internal control overfinancial reporting and any fraud involving management or other employees whohave a significant role in the Company’s internal control over financialreporting. The Committee shall review with management, the senior internalauditing executive, and the independent auditor, as appropriate, attestationsand reports by the independent auditor on internal control over financialreporting.

 

11.                                 Setclear hiring policies for the hiring by the Company of employees or formeremployees of the independent auditors;

 

12.                                 Establishprocedures for (i) the receipt, retention and treatment of complaintsreceived by the Company, regarding accounting, internal accounting controls, orauditing matters and (ii) the confidential, anonymous submission byemployees of the Company of concerns regarding questionable accounting orauditing matters;

 

13.                                 Reportregularly to the Board. The Committee shall review with the full Board anyissues that arise with respect to the quality or integrity of the Company’sfinancial statements, the Company’s compliance with legal or regulatoryrequirements, the performance and independence of the Company’s independentauditors, or the performance of the internal audit function;

 

14.                                 Reviewwith the Company’s management the appropriateness and accounting treatment ofall related-party transactions, including corporate acquisitions and sales ofassets greater than $120,000;

 

15.                                 Reviewthe content of CEO and CFO disclosures and certifications under Sections 302and 906 of the Sarbanes-Oxley Act of 2002; and

 

16.                                 TheCommittee shall obtain from the independent auditor assurance that Section 10A(b) ofthe Exchange Act (relating to reports by the independent auditor made to theCompany of illegal acts discovered by the independent auditor) has not beenimplicated.

 

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Committee Membership

 

The Committee shallconsist of at least three members of the Board, each of whom is, in the businessjudgment of the Board, “independent” under Section 10A(m)(3) of theSecurities Exchange Act of 1934, as amended, the rules of the New YorkStock Exchange and any other securities exchange on which the Company’ssecurities are listed. Each member of the Committee shall be financiallyliterate (or shall become so within a reasonable period of time afterappointment to the Committee), and at least one member of the Committee shallhave “accounting or related financial management expertise” as suchqualifications are interpreted by the Board in its business judgment, andqualify as a “financial expert” as defined by the U.S. Securities and ExchangeCommission. No Committee member may serve on the audit committees of more than twoother public companies, unless the Board has determined that such service will notimpair the effectiveness of the member’s service on the Committee. The Boardshall periodically determine (a) whether each Committee member meets suchindependence and experience requirements and (b) whether or not any memberof the Committee is an “audit committee financial expert” as that term isdefined by the rules and regulations of the Commission.

 

The members of theCommittee shall be appointed by the Board, and shall serve at the pleasure ofthe Board for such term or terms as the Board may determine.

 

The compensation to bepaid by the Company to any Committee member must consist solely of director’sfees; provided, however, that pension or other deferred compensation that isnot contingent on future service to the Company will not be deemed to violatethis requirement.

 

Committee Structure andOperations

 

A majority of theCommittee shall constitute a quorum. The Board shall designate a member of theCommittee as its chairperson. The Committee may act by a majority of themembers present at a meeting of the Committee. In the event of a tie vote onany issue, the chairperson’s vote shall decide the issue. The Committee shallmeet in person or telephonically at least four times a year at a time and placedetermined by the Committee chairperson, with further meetings to occur whendeemed necessary or desirable by the Committee or its chairperson. TheCommittee may delegate some or all of its duties to a subcommittee comprisingone or more members of the Committee. The Committee may ask members ofmanagement or others whose advice and counsel are relevant to the issues thenbeing considered by the Committee to attend any meetings and to provide suchpertinent information as the Committee may request.

 

Performance Evaluation

 

The Committee shallreview the adequacy of this charter and evaluate its performance hereunder atleast annually and present such report to the full Board. Such report shallinclude any recommended changes to this charter. The Board shall also reviewand approve this charter at least annually.

 

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While the fundamentalresponsibility for the Company’s financial statements and disclosures restswith management and the independent auditor, the Committee shall review: (i) majorissues regarding accounting principles, and financial statement presentations,including any significant changes in the Company’s selection or application ofaccounting principles, and major issues as to the adequacy of the Company’sinternal controls and any special audit steps adopted in light of materialcontrol deficiencies; (ii) analyses prepared by management and/or theindependent auditor setting forth significant financial reporting issues andjudgments made in connection with the preparation of the financial statements,including analyses of the effects of using alternative methods under generallyaccepted accounting principles (“**GAAP**”) on thefinancial statements; (iii) the effect of regulatory and accountinginitiatives, as well as off-balance sheet structures, on the financialstatements of the Company; and (iv) earnings press releases (payingparticular attention to any use of “pro forma,” or “adjusted” non-GAAP,information), as well as financial information and earnings guidance providedto analysts and rating agencies.

 

Resources and Authorityof the Committee

 

In discharging itsoversight responsibilities, the Committee shall have unrestricted access to theCompany’s management, books and records and the authority to retain outsidecounsel, accountants or other consultants in the Committee’s sole discretion.The Committee may direct any officer of the Company, the independent auditorand/or the Company’s internal audit staff to inquire into and report to theCommittee on any matter.

 

Nothing contained in thischarter is intended to, or should be construed as, creating any responsibilityor liability of the members of the Committee except to the extent otherwise providedunder applicable Delaware law which shall continue to set the legal standardfor the conduct of the members of the Committee.

 

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