**Exhibit99.3**

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**NOMINATING/CORPORATEGOVERNANCE COMMITTEE CHARTER**

 

**FOR**

 

**SYSTEMAXINC.**

 

**(revised February 23,2009)**

 

Purpose of Committee

 

The purpose of theNominating/Corporate Governance Committee (the “**Committee**”)of the Board of Directors (the “**Board**”) ofSystemax Inc. (the “**Company**”) is toperform the functions described below under “Committee Goals andResponsibilities”.

 

Committee Goals andResponsibilities

 

The goals andresponsibilities of the Committee are to:

 

1.                                       Identifyindividuals qualified to become Board members, recommend that the Board selectthe director nominees to stand for election as directors at any meeting ofstockholders and fill any vacancy, however created, in the Board. In nominatingcandidates, the Committee shall take into consideration such factors as itdeems appropriate, such as the experience, skill and background of thecandidates. The Committee may consider candidates proposed by management, butis not required to do so;

 

2.                                       Identify,and recommend for appointment by the Board, Board members qualified to fillvacancies on any committee of the Board, including the Committee. In nominatinga candidate for committee membership, the Committee shall take into considerationthe factors set forth in the charter of such committee, if any, as well as anyother factors it deems appropriate;

 

3.                                       Developand recommend to the Board a code of business conduct and ethics applicable tothe Company, and to review the code at least once a year;

 

4.                                       Developand recommend to the Board a set of corporate governance principles applicableto the Company, and to review those principles at least once a year. Suchprinciples shall include, at a minimum, the following subjects: (i) directorqualification standards; (ii) director responsibilities; (iii) directoraccess to management and, as necessary and appropriate, independent advisors; (iv) directorcompensation; (v) director orientation and continuing education; (vi) managementsuccession; and (vii) annual performance evaluation of the Board;

 

5.                                       Prepareand deliver to the Board the evaluation required under “Performance Evaluation”below;

 

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6.                                       Pursuantto procedures established by the Committee, exercise oversight of the evaluationof the Board and management; and

 

7.                                       Carryout other duties or responsibilities expressly delegated to the Committee by theBoard from time to time relating to the nomination of Board and committee membersand corporate governance.

 

Committee Membership

 

The Committee shallconsist of at least three members of the Board. The members of the Committeeshall be appointed by the Board, and shall serve at the pleasure of the Boardfor such term or terms as the Board may determine. Only independent directors,as such term is defined under the pertinent listing standards of the New YorkStock Exchange, shall serve on the Committee.

 

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 once 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. The Committee shall reportto the Board at least once a year.

 

Performance Evaluation

 

Each year, the Committeeshall compare its performance with the requirements of this charter, set forthits objectives for the next year and recommend changes in this charter, if any,considered appropriate by the Committee. Such evaluation shall be reported tothe Board in such manner as the Committee from time to time determines.

 

Resources and Authorityof the Committee

 

The Committee shall havethe resources and authority to discharge its duties and responsibilities, includingthe authority to retain counsel and other experts or consultants. The Committeeshall have the sole authority to select and retain a consultant or search firmto identify director candidates, to terminate any such consultant or searchfirm retained by it, and to approve the consultant or search firm’s fees andother retention terms.

 

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 

 

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provided under applicableDelaware law which shall continue to set the legal standard for the conduct ofthe members of the Committee.

 

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