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Corporate Governance Committee Charter

Amended and Restated May 9, 2013

The purpose of the Corporate Governance Committee is to identify (consistent with criteria approved by the Board), screen and recommend to the Board of Directors appropriate candidates to serve as Directors of the Company, to periodically review the Company's succession plans and to oversee the process for evaluating the performance of the Board and management and to develop, recommend to the Board and monitor corporate governance guidelines applicable to the Company.

A.  Composition and Qualifications

The Corporate Governance 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.  The Board of Directors shall appoint one member of the Corporate Governance Committee as the Chair.

B.  Meetings / Minutes / Reports

1.     The Corporate Governance Committee shall meet at least semi-annually, 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 Corporate Governance 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 Corporate Governance Committee shall have complete access to management.  The Corporate Governance Committee may invite members of management or others to attend the Committee’s meetings and provide pertinent information as appropriate.

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

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

C.  Authority

The Corporate Governance Committee shall have the authority to retain and approve the fees and retention terms of external legal or other advisors, as it deems appropriate. The Company shall provide for appropriate funding, as determined by the Committee, for compensation of any advisors employed by the Committee and for administrative expenses of the Committee.

A. Board Matters

  1. The Corporate Governance Committee shall develop and recommend to the Board of Directors for approval, criteria to identify, assess the qualifications of and evaluate candidates for the Board of Directors.  Such criteria include the possession of such knowledge, experience, skills, expertise and diversity so as to enhance the Board’s ability to manage and direct the affairs and business of the Company, including, when applicable, to enhance the ability of committees of the Board to fulfill their duties and/or to satisfy any independence requirements imposed by law, regulation or NYSE listing requirement.  Based on such criteria and evaluation, the Committee shall recommend to the Board of Directors candidates to be elected by the shareholders at each annual shareholders’ meeting, and as necessary to fill vacancies and newly created directorships.
  1. The Corporate Governance Committee shall evaluate the contributions and independence of incumbent Directors to determine whether to recommend them for reelection.  Based on such evaluation, the Committee shall recommend to the Board of Directors candidates for reelection to the Board at each annual shareholders’ meeting.
  1. The Corporate Governance Committee shall establish a procedure for the consideration of Board candidates recommended by the Company’s shareholders.
  1. The Corporate Governance Committee shall make recommendations to the Board of Directors concerning the structure, composition and functioning of the Board and its committees, and shall recommend to the Board candidates for appointment to Board committees.
  1. The Corporate Governance Committee shall review the compensation of directors for service on the Board and its Committees and recommend changes in compensation to the Board.
  1. The Corporate Governance Committee shall monitor compliance by directors and executive officers with the Company’s stock ownership guidelines.

B. Governance Guidelines

  1. The Corporate Governance Committee shall develop and recommend to the Board of Directors a set of corporate governance guidelines.
  1. The Corporate Governance Committee shall at least annually review and assess the adequacy of the Corporate Governance Guidelines of the Company and recommend any proposed changes to the Board of Directors for approval.

C.  Succession Planning

The Corporate Governance Committee shall periodically review the Company’s succession plans with respect to the Chief Executive Officer.

D.  Evaluations

The Corporate Governance Committee shall determine the process for and facilitate the annual evaluation of the Board of Directors and its Committees. The Committee shall review the evaluation, report to the Board of Directors with respect to the evaluation and make recommendations to the Board regarding any proposed changes.

Committee Members

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

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

Michael A. Bradley
Former President and Chief Executive Officer of Teradyne, Inc.

After a 35-year career with Teradyne, Inc., Mr. Bradley retired as president and chief executive officer in 2014. In his tenure as CEO from 2004, Teradyne attained the leading market position in semiconductor chip testing and expanded into the testing of consumer devices like smart phones, tablets and a wide array of mobile communication products. Teradyne leads the worldwide electronic test equipment market with a broad portfolio of products that span component and system level test of mobile-consumer, automotive, industrial, storage and defense electronics.

At Teradyne Mr. Bradley held a variety of finance, marketing, sales, and general management positions. He was the Company's chief financial officer from 1999-2001 and served as the president of the Semiconductor Test Division, the Company's largest unit, from 2001-2003. In 2004 he was appointed to the Company's board of directors, a position he continues to hold after retirement.

Mr. Bradley holds an AB degree from Amherst College and an MBA from the Harvard Business School. Since 2001 he has been a director of Entegris, Inc. a leading supplier of contamination control and microenvironment handling systems for the semiconductor fabrication industry.

In 2012, Mr. Bradley was elected a director of Avnet, Inc. where he serves on the Compensation Committee and the Corporate Governance Committee.

Last Updated: June 16, 2014

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

Ray M. Robinson
Non-Executive Chairman of the Board of Citizens Bancshares Corporation; Retired President, AT&T Southern Region Business Services Division

Mr. Robinson retired as president of the southern region of AT&T in 2003 after 35 years of distinguished service. During his career spanning human resources, operations, sales, marketing strategy, customer service, international business, government affairs, product management and community relations, he held positions such as district sales operations manager, vice president of corporate relations/public relations and president and CEO of AT&T Tridom.

Post retirement, Mr. Robinson accepted the position of vice chairman of the Atlanta, Georgia-based East Lake Community Foundation, known for its award-winning mixed-income community development project. The Foundation is affiliated with the East Lake Golf Club, permanent host to the PGA Tour Championship. Mr. Robinson also serves as president emeritus of the golf club.

In addition, he serves on the boards of Aaron’s, Inc., Acuity Brands, Inc., American Airlines Group and Fortress Transportation and Infrastructure Investors LLC., as well as several philanthropic, educational and civic organizations.

He holds a Bachelor of Science degree in finance and economics from the University of Denver and a Master of Business Administration degree in finance from the University of Denver Graduate School of Business.

As a member of Avnet's board of directors, Mr. Robinson serves on the Corporate Governance Committee and Compensation 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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