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Corporate Governance
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CORPORATE GOVERNANCE
Corporate Governance Guidelines
We have adopted Corporate Governance Guidelines in conformity with the New York Stock Exchange (NYSE) listed company standards to provide a framework to assist members of
our Board in fully understanding and effectively implementing their responsibilities while assuring our
on-going
commitment to high standards of corporate conduct and compliance.
We have adopted a Code of Business Ethics and Conduct and a Global Anti-Corruption Policy which apply to our Board of Directors and all of our employees and cover
all areas of professional conduct, including customer relations, conflicts of interest, insider trading, financial disclosure, and compliance with applicable laws and regulations.
We also have adopted a Senior Financial Executive Code of Principles for Senior Executives, referred to as the Senior Financial Executive Code, which applies to our Chief
Executive Officer, Chief Financial Officer and Corporate Controller. We disclose future amendments to, or waivers from, the Senior Financial Executive Code on the corporate governance section of our website within four business days of any
amendment or waiver.
You may access our Corporate Governance Guidelines, Committee Charters, Code of Business Ethics and Conduct, Global Anti-Corruption Policy,
Senior Financial Executive Code, Independence Policy, and related documents on our website at
www.wesco.investorroom.com/overview
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Director Independence
Our Board has adopted independence standards that meet
or exceed the independence standards of the NYSE, including the enhanced independence requirements for audit and compensation committee members. In addition, as part of our independence standards, our Board has adopted categorical standards to
assist it in evaluating the independence of each of its Directors. The categorical standards are intended to assist our Board in determining whether or not certain direct or indirect relationships between its Directors and our Company or its
subsidiaries are material relationships for purposes of the NYSE independence standards. The categorical standards establish thresholds at which any relationships are deemed to be material.
In February 2019, the independence of each Director was reviewed, applying our independence standards. The review considered relationships and transactions between each
Director and his or her immediate family and affiliates and our management and our independent registered public accounting firm. Based on this review, our Board affirmatively determined that the following Directors are independent:
Ms. Beach Lin, Mr. Espe, Mr. Griffin, Mr. Morgan, Mr. Raymund, Mr. Singleton, Mr. Sundaram, and Ms. Utter.
Director
Qualifications and Diversity
Our Nominating and Governance Committee reviews with the Board at least annually the qualifications of new and existing Board
members, considering the level of independence of individual members, together with such other factors, including overall skills and experience. Each Directors particular and specific experience, qualifications, attributes or skills which
support his or her position as a Director on our Board are identified on pages 3 to 7.
The Nominating and Governance Committee considers various factors in
determining whether to recommend a candidate for nomination as a Director, including an individuals aptitude for independent analysis, level of integrity, personal and professional ethics, soundness of business judgment, relevant experience,
and ability and willingness to commit sufficient time to Board activities. The Nominating and Governance Committee consults with the Board to determine the most appropriate combination of characteristics, skills and experiences for the Board as
a whole with the objective of having a Board whose members have diverse backgrounds and experiences. The Nominating and Governance Committee considers candidates diverse in gender, ethnic background, geographic origin, age and professional
experience and evaluates each individual in the context of the individuals potential contribution to the Board as a whole to best promote the success of the Companys business, represent stockholder interests through the exercise of sound
judgment, and allow the Board to benefit from the groups diversity of background, experience and thought. The Board values inclusion and diversity, and as of April 5, 2019, 44% of our Directors were diverse in terms of gender or
ethnicity. Diversity is also an emphasis of our Board recruiting efforts.
The Nominating and Governance Committee also reviews the characteristics of incumbent Board
members and prospective Board members to ensure that the Board, as a whole, possesses the experience, expertise and competencies that are relevant or desirable. The Nominating and Governance Committee uses a skills matrix to assess the overall
composition of the Board, including such characteristics as CEO experience, financial expertise, capital markets expertise, sales or marketing expertise, supply chain or
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WESCO International, Inc. -
2019 Proxy Statement
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