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Audit Committee Charter

Amended and Restated May 9, 2013

The purpose of the Audit Committee is to represent and assist the Board of Directors in fulfilling its oversight responsibilities with respect to the integrity of the financial statements of the Company, the independence, qualifications and performance of the Company’s independent external auditors, the performance of the Company’s internal audit function and compliance with legal and regulatory requirements, as well as the Company’s policies for conducting business, as established in the Company’s Code of Conduct, and to prepare the Audit Committee report for inclusion in the annual proxy statement.

A.         Composition and Qualifications

                  1. The Audit Committee shall be appointed by the Board of Directors from time to time and shall consist of three or more directors, each of whom shall meet the independence requirements of the New York Stock Exchange for directors and audit committee members. The Board of Directors shall appoint one member of the Audit Committee as the Chair.

                  2. Each member of the Audit Committee shall be financially literate (as such qualification is interpreted by the Board of Directors in its business judgment). At least one member of the Audit Committee shall meet the audit committee financial expert requirements of the Securities and Exchange Commission, as determined by the Board of Directors.

B.         Meetings / Minutes / Reports

                  1. The Audit Committee shall meet at least quarterly, or more frequently if circumstances dictate.

                  2. The Chair (or in his or her absence, a member designated by the Chair) shall preside at all meetings of the Audit Committee. The Chair shall be responsible for leadership of the Committee, including scheduling meetings, preparing agendas and making regular reports to the Board of Directors.

                  3. The Audit Committee shall have full access to management. The Audit Committee shall meet separately, periodically, with management, with corporate auditors and with external auditors to discuss any matters that the Committee believes are relevant to fulfilling its responsibilities.

                  4. Minutes of each Audit Committee meeting shall be prepared and sent to all Audit Committee members.

                  5. The Audit Committee shall evaluate and assess the effectiveness of the Committee and the adequacy of this Audit Committee Charter on an annual basis and recommend any proposed changes to the Board of Directors.

C.         Authority

                  1. The Audit Committee shall have the authority to obtain advice and assistance from internal and outside legal, accounting or other advisors. The Company shall provide appropriate funding, as determined by the Audit Committee, for payment of compensation to the advisors employed by the Audit Committee and any other administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.

                  2. The Audit Committee is authorized to conduct or originate investigations into any matters within the Committee's scope of responsibilities.

A.   Annual Audit

                       

1. The Audit Committee shall meet with the external auditors and senior management prior to the annual audit to discuss planning and staffing of the audit.

2. The Audit Committee shall review the annual audited financial statements and discuss them with senior management and the external auditors, including the Company's MD&A disclosures. In connection with such review, the Audit Committee shall:

a. Discuss with the external auditors the matters required to be discussed under generally accepted accounting principles, applicable law and relevant listing standards.

b. Review significant issues regarding accounting principles, practices and judgments, including any significant changes in the Company's selection or application of accounting principles, and major issues as to the adequacy of the Company's internal controls and any special audit steps adopted in light of material control deficiencies.

c. Discuss the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the financial statements.

d. Discuss any significant financial reporting issues and judgments arising in the fiscal year and the Company's accounting and disclosure thereof.

e. Review with the external auditors any problems or difficulties encountered in the course of their audit, including any change in the planned audit work and any restrictions placed on the scope of such work, and management's response.

3. Based on its review of the audited financial statements and the external auditors' independence, the Committee shall make its recommendation to the Board of Directors as to the inclusion of the Company's audited financial statements in the Company's Report on Form 10-K.

4. The Audit Committee shall prepare the report of the Committee required by the rules of the SEC to be included in the Company's proxy statement for each annual meeting.

B.   Quarterly Reviews

                  The Audit Committee shall discuss earnings press releases, and corporate practices with respect to earnings press releases, and financial information and earnings guidance provided to analysts and rating agencies. The Audit Committee shall discuss with management and the external auditors, the quarterly financial statements, including the Company's MD&A disclosures.

C.   External Auditors

1. The Audit Committee shall be directly responsible, in its capacity as a committee of the Board of Directors, for the selection, appointment, compensation, retention and oversight of the work of the external auditors. In this regard, the Audit Committee shall appoint and retain (subject to ratification by the Company's shareholders), compensate, evaluate, terminate and replace, the Company's external auditors, which shall report directly to the Audit Committee.

2. The Audit Committee shall obtain confirmation and assurance as to the external auditors' independence including a requirement that the external auditors submit to the Audit Committee on a periodic basis, not less than annually, a formal written statement delineating all relationships between the external auditors and the Company, as well as a summary of all services provided by the external auditors and the fees charged for such services.

3. The Audit Committee shall also obtain and review at least annually, a report by the external auditor describing the audit firm's internal quality control procedures and any material issues raised by the most recent internal quality control review or peer review of the audit firm, or by any investigation by governmental or professional authorities within the preceding five years regarding any independent audit conducted by the firm and the steps taken to address such issues.

D.   Global Internal Audit

1. The Audit Committee shall review the appointment or replacement and performance of the Vice President - Finance, Global Audit.

2. The Audit Committee shall review the plan and scope of internal audit activities and budget and staffing of the Global Audit group. The Audit Committee shall review on a periodic basis with the Vice President - Finance, Global Audit, the progress of the proposed Global Audit plan, including explanations for any deviations from the original plan and any difficulties encountered in the course of their audits, including any restrictions on the scope of their work or access to required information.

3. The Audit Committee shall review the significant reports to management prepared by the Global Audit group and management's response to such reports.

E.   Enterprise Risk Assessment and Management; Ethics and Compliance Matters

1. The Audit Committee shall discuss policies with respect to risk assessment and risk management.

2. The Audit Committee shall receive reports from the Company's General Counsel or Chief Compliance Officer with respect to the implementation and effectiveness of the Company's ethics and compliance programs.

3. The Audit Committee shall establish and oversee procedures for the receipt, retention and treatment of complaints with respect to accounting, internal accounting controls or auditing matters, as well as for confidential anonymous submissions by the Company's employees with respect to questionable accounting or auditing matters.

4. The Audit Committee shall review and approve transactions with any related person in which the Company is a participant and which involves an amount known to exceed $120,000 per annum.

F.   Internal Controls 

1. The Audit Committee shall review and discuss with the external auditors and management the adequacy and effectiveness of the Company's internal controls, including any significant deficiencies or material weaknesses in internal controls reported to the Audit Committee by the external auditors or management.

2. The Audit Committee shall review with management the adequacy and effectiveness of the Company's disclosure controls and procedures.

G.  Hiring Policies

The Audit Committee shall establish hiring policies for employees or former employees of the external auditor.


Committee Members

James A. Lawrence
Chairman, Great North Star LLC

James A. Lawrence serves as chairman of Great North Star LLC, an investment and advisory firm. Previously, he served as chairman of Rothschild North America from 2012 - 2015 and as chief executive officer of Rothschild North America and as co-head of global investment banking from 2010 - 2012. Prior to joining Rothschild, Mr. Lawrence served as chief financial officer of Unilever and as an executive director on the boards of Unilever NV and Unilever PLC. Mr. Lawrence joined Unilever in 2007 after serving as the vice chairman and chief financial officer of General Mills, where he was responsible for corporate financial international operations.

Mr. Lawrence earned a Bachelor of Arts in economics from Yale University and an MBA with distinction from Harvard Business School. He is currently a director of International Airline Group, the holding company of British Airways and Iberia, and serves on the board of directors of Smurfit Kappa, a leading provider of paper-based packaging solutions.

He previously served on the board of directors of Avnet, Inc. from 1999 until 2008, when he resigned to take on an employment-related role requiring him to relocate to Europe. He rejoined the Avnet board in May 2011.

As a member of Avnet's board of directors, Mr. Lawrence chairs the Audit Committee.

Last Updated: November 6, 2015

Rodney C. Adkins
President, 3RAM Group LLC

Rodney C. Adkins is president of 3RAM Group LLC, a privately-held company specializing in capital investments, business consulting services and property management.

Prior to 3RAM Group LLC, Mr. Adkins was the senior vice president of corporate strategy for IBM, with responsibility for leading continuous transformation across IBM and developing strategies linked to execution plans for a new era of computing, new markets and new clients. He held a number of development and management roles during his 33-year career with IBM which included serving as the senior vice president of IBM’s Systems and Technology Group. As a part of this, he led all aspects of IBM's semiconductor, server, storage, and system software businesses, as well as the company's Integrated Supply Chain and Global Business Partners organizations.

Mr. Adkins has received multiple leadership awards throughout his career. He was inducted into the National Academy of Engineering and holds honorary doctorate degrees from the Georgia Institute of Technology and University of Maryland, Baltimore County. He also was selected as Black Enterprise magazine’s Corporate Executive of the Year in 2011.

In addition to Avnet, Mr. Adkins currently serves on the board of directors for W.W. Grainger, Inc., PPL Corporation and United Parcel Service, Inc.

As a member of Avnet's board of directors, Mr. Adkins serves on both the Audit Committee and Corporate Governance Committee.

Last Updated: September 17, 2015

J. Veronica Biggins
Managing Director, Diversified Search

J. Veronica Biggins is a Managing Director of the Atlanta office of Diversified Search and leads the Board practice. Veronica has more than 15 years of experience as a senior partner in executive search.

Ms. Biggins previously served as Assistant to the President of the United States and Director of Presidential Personnel under William Jefferson Clinton. She was responsible for selecting and hiring all political appointees within the federal government. In this role, she worked directly with the President on appointments at all levels of the administration, including the placement of agency heads, ambassadors and members of presidential boards and commissions. Ms. Biggins served as Vice Chairman of the U.S. Delegation to the United Nations Fourth World Conference on Women in Beijing. When she retired as Chairman of the Czech Slovak American Enterprise Fund, Ms. Biggins received a Points of Light award from President George W. Bush for her leadership of the Fund.

Ms. Biggins' background includes 20 years' experience with NationsBank (now Bank of America) and its predecessor, The Citizens and Southern National Bank. Prior to joining the White House, Ms. Biggins was one of the highest ranking women in the banking industry, serving as executive vice president for Human Resources for the bank.

Ms. Biggins serves on the Avnet and Southwest Airlines Board of Directors. She was recently recognized by the Board of Directors Network (BDN) for her advocacy of women on corporate boards.

She holds a master's degree from Georgia State University and a bachelor's degree from Spelman College. Ms. Biggins has a Fellowship from Harvard University in Advanced Leadership Initiatives and is a member of the International Business Fellows.

As a member of Avnet's board of directors, Ms. Biggins chairs the Corporate Governance Committee.

Last Updated: January 1, 2016

Avid Modjtabai
Senior Executive Vice President, Consumer Lending, Wells Fargo & Company

Avid Modjtabai is a senior executive vice president and head of consumer lending for Wells Fargo & Company. In this role she is responsible for home lending, auto lending and consumer credit.

Ms. Modjtabai is a 21-year veteran of Wells Fargo where she has served in a number of diverse leadership roles. Prior to her current role she was the chief information officer and head of the technology and operations group with responsibility for the core technology functions of the company including data centers, enterprise architecture, application development, information security and technology governance. Ms. Modjtabai has served as Wells Fargo’s director of human resources, led the Internet Services Group and held management positions in consumer deposits and the investment group. Before joining Wells Fargo, she was a consultant with McKinsey & Company where she focused on strategy initiatives in financial services.

Ms. Modjtabai was named one of the “Most Powerful Women in Banking” and the “Top 25 Women to Watch” by U.S. Banker and the American Banker. She received the “Ellis Island Medal of Honor,” for her outstanding personal and professional achievements and her commitment to preserving the richness of heritage. She serves on the board of trustees for The Branson School and is an advisory member of the Columbia Business School Social Enterprise Program and Stanford Center on Longevity.

Ms. Modjtabai holds a master's degree from Columbia University and a bachelor's degree from Stanford University.

As a member of Avnet's board of directors, Ms. Modjtabai serves on the Audit Committee and Corporate Governance Committee.

Last Updated: January 1, 2016

William H. Schumann III
Retired Executive Vice President and Chief Financial Officer, FMC Technologies, Inc.

William H. Schumann, III, was elected to the Avnet board in 2010. In November 2012, Mr. Schumann was elected as Avnet’s chairman of the board.

He served as chief financial officer of FMC Technologies, Inc., a leading provider of technology solutions for the energy industry and other industrial markets, worldwide, from 2001 until his retirement from that position in November 2011. Mr. Schumann joined FMC Corporation in 1981 as director of pension investments and served in various management positions throughout that decade, including treasurer in 1987. Mr. Schumann was named vice president of corporate development in 1998 and served as senior vice president and chief financial officer of FMC Corporation from 1999 until the creation and spin off of FMC Technologies in 2001. He was elected to his first vice president role in 1995, when he was also appointed general manager of the company’s Agricultural Products Group. He served as executive director of corporate development from 1991 to 1993, when he joined the company’s Agricultural Products Group as director of North American operations.

In 2010, Mr. Schumann was voted one of the top CFOs in oilfield service and equipment by sell-side analysts. Mr. Schumann earned a bachelor’s degree in systems engineering from the University of California at Los Angeles and a master’s degree in management science from the Marshall School of Business at the University of Southern California. Mr. Schumann also serves on the board of directors of: McDermott International (NYSE:MDR), a leading engineering, procurement, construction and installation company focused on executing complex offshore oil and gas projects worldwide; the Lake Forest Lake Bluff Historical Society; and, Tesoro Corporation (NYSE:TSO), an independent refiner and marketer of petroleum products.

Mr. Schumann serves in an ex-officio capacity on the Audit Committee, Compensation Committee and Corporate Governance Committee.

Last Updated: November 11, 2016

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