View our Code of Business Conduct & Ethics here.

Organization and Meetings

This charter governs the operations of the Audit Committee (the "Committee"). The Committee shall review and reassess this charter at least annually and report thereon to, and if any revisions are recommended obtain the approval of, the Board of Directors. The Committee shall be appointed by the Board of Directors and comprised of at least four directors. The Board of Directors shall designate one member as chairperson or delegate the authority to designate a chairperson to the Committee.

Members shall not serve on more than three public company audit committees simultaneously unless the Board of Directors determines that such simultaneous service would not impair the member’s ability to serve effectively on the Committee.

The Committee shall meet at least quarterly, or more frequently as circumstances dictate. The Committee shall meet separately and periodically with the Company's management, the personnel responsible for its internal audit function, and its independent registered public accounting firms (the "Independent Accountants"). The Committee shall report regularly to the Board of Directors with respect to its activities. The Committee shall prepare the Audit Committee report that SEC rules require to be included in the Company's annual Information Statement.

Purpose of the Audit Committee

The Audit Committee shall provide assistance to the Board of Directors in fulfilling the Board's oversight responsibility to the shareholders and others relating to the integrity of the Company's financial statements, the effectiveness of the Company's internal control over financial reporting, the performance of the internal audit function, the performance of the annual independent audit of the Company's financial statements, the qualifications and independence of the Independent Accountants, the Company's compliance with legal and regulatory requirements, and the legal compliance and ethics programs as established by management and the Board. In the course of performing these duties, it is the responsibility of the Committee to maintain free and open communication between the Committee, the Independent Accountants, the Company’s internal auditors and its management and to determine that all parties are aware of their responsibilities. In discharging its oversight role, the Committee shall have the right to retain and compensate such outside legal, accounting, or other advisors as it considers necessary or advisable to investigate any matter brought to its attention with full access to all books, records, facilities, and personnel of the Company.

The primary role of the Audit Committee is to oversee the Company's financial reporting process on behalf of the Board and report the results of its oversight to the Board. Management is primarily responsible for the preparation, presentation, and integrity of the Company's financial statements, for the appropriateness of the accounting principles and reporting policies that are used by the Company and for establishing and maintaining internal control over financial reporting. The Independent Accountants are responsible for auditing the Company's financial statements, and for reviewing the Company's unaudited interim financial statements. The Committee, in carrying out its responsibilities, believes its policies and procedures should remain flexible, in order to best react to changing conditions and circumstances. The Committee should take the appropriate actions to set the overall corporate "tone" for quality financial reporting, sound business risk practices, and ethical behavior.

Responsibilities and Processes
The following shall be the current principal recurring processes of the Audit Committee in carrying out its oversight responsibilities. The processes are set forth as a guide with the understanding that the Committee may supplement or modify them as appropriate.

Independent Registered Public Accountants and Internal Audit
The Committee shall have a clear understanding with management and the Independent Accountants that the Independent Accountants are ultimately accountable to the Board and the Audit Committee, as representatives of the Company's shareholders. The Committee shall have complete authority and responsibility to evaluate and, where appropriate, recommend to the Board of Directors the replacement of the Independent Accountants. The Committee shall discuss with these accountants their independence from management and the Company including the matters in the written disclosures required by the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”) and shall consider the compatibility of nonaudit services with that independence. Annually, the Committee shall review and recommend to the Board the selection of the Company's Independent Accountants. The Committee shall pre-approve all audit and non-audit services to be performed by the Independent Accountants and the related fees.

The Committee shall discuss with the internal auditors and the Independent Accountants the overall scope and plans for their respective audits including the adequacy of staffing and compensation. Also, the Committee shall discuss with management, the internal auditors, and the Independent Accountants the adequacy and effectiveness of the Company's internal control over financial reporting, including the Company's system to monitor and manage business risk, and its legal and ethical compliance programs. Further, the Committee shall meet separately with the internal auditors and the Independent Accountants to discuss the results of their respective examinations.

At least annually, the Committee shall obtain and review a report by the Company's Independent Accountants describing: (i) the firm's internal quality control procedures; (ii) any material issues raised by the most recent internal quality control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the firm, and any steps taken to deal with any such issues, and (iii) all relationships between the Independent Accountants and the Company (to assess their independence). After reviewing the foregoing report and the work of the Independent Accountants throughout the year, the Committee shall evaluate the qualifications, performance and independence of the Independent Accounting Firm. Such evaluation should include the review and evaluation of the lead audit partner and take into account the opinions of management and the Company's personnel responsible for the internal audit function. The Committee shall determine that the Independent Accounting Firm has a process in place to address the rotation of the lead audit partner and other audit partners serving the account as required by law.

The Committee shall regularly review with the Independent Accountants any audit problems or difficulties encountered during the course of the audit work, including any restrictions on the scope of their activities or their access to requested information, and management’s response thereto. The Committee shall have the right to inquire about and review any accounting adjustments that were noted or proposed by auditors but were "passed" (as immaterial or otherwise) by management; any communications between the audit team and the Independent Accountant’s national office respecting auditing or accounting issues or internal control-related issues presented by the engagement; and any "management" or "internal control" letter issued, or proposed to be issued, by the Independent Accountants to the Company.

Financial Reporting
The Committee shall review with management and the Independent Accountants the annual audited financial statements and Management's Discussion and Analysis of Financial Condition and Results of Operations, to be set forth in the Company's Annual Report on Form 10-K (or the Annual Report to Shareholders if distributed prior to the filing of Form 10-K), in the course of which the Committee, if applicable, shall: (1) address any major issues regarding accounting principles and financial statement presentations, including any significant changes in the Company's selection or application of accounting principles; (2) discuss with management and the Independent Accountants any significant financial reporting issues and judgments made in connection with the preparation of the financial statements and the reasonableness of and rationale for those judgments, including analyses of the effects of alternative GAAP methods on the financial statements; (3) consider the effect of any material regulatory and accounting initiatives on the financial statements; (4) consider the judgment of both management and the Independent Accountants about the quality, not just the acceptability of significant accounting principles; and (5) assess the clarity of the disclosures in the financial statements. Also, the Committee shall discuss the results of the annual audit and any other matters required to be communicated to the Committee by the Independent Accountants under the standards of PCAOB and applicable generally accepted auditing standards. The Committee shall consider whether to recommend to the Board of Directors that the audited financial statements should be included in the Company’s annual report on Form 10-K.

The Committee also shall review the interim quarterly financial statements, including Management's Discussion and Analysis of Financial Condition and Results of Operations, with management and the Independent Accountants prior to the filing of each of the Company's Quarterly Reports on Form 10-Q. Also, the Committee shall discuss the results of the related quarterly review and any other matters required to be communicated to the Committee by the Independent Accountants under the standards of the PCAOB. The chair of the Committee may represent the entire Committee for the purposes of this review.

Controls, Compliance and Risk Management
The Committee shall discuss with management its process for performing its required quarterly certifications under Section 302 of the Sarbanes-Oxley Act. The Committee shall discuss with management, the internal auditors, and the Independent Accountants any (1) changes in internal control over financial reporting that have materially affected or are reasonably likely to materially affect the Company's internal control over financial reporting that are required to be disclosed and (2) any other significant changes in internal control over financial reporting that were considered for disclosure in the Company's periodic filings with the SEC.

The Committee shall review with senior management the Company's overall anti-fraud programs and controls. The Committee periodically shall review the Company's compliance and ethics programs, including consideration of applicable legal and regulatory requirements, and management's evaluation of the effectiveness of the programs that Committee management has established to monitor compliance with such programs. The Committee shall receive any reports submitted by an attorney concerning evidence of a material violation of securities laws, fraud or breaches of fiduciary duty by the Company.

The Committee shall discuss the Company's policies with respect to risk assessment and risk management, including the risk of fraud and theft. The Committee also shall discuss the Company's major financial risk exposures and the steps management has taken to monitor and control such exposures.

The Committee shall review, at least annually, the Company’s cybersecurity program and shall receive frequent updates on cybersecurity and the development of Company’s cyber strategy and the Company’s corresponding Information Technology Emergency Response Plan.

The Committee shall establish procedures for the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters, and the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

The Committee shall determine the appropriate funding needed by the Committee for payment of: (1) compensation to the Independent Accountants engaged for the purpose of preparing or issuing audit reports or performing other audit, review, or attest services for the Company; (2) compensation to any advisers employed by the Committee; and (3) ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.

The Committee shall perform an evaluation of its performance at least annually to determine whether it is functioning effectively. The Committee also shall discuss with the Independent Accountants the accountants' observations related to the effectiveness of the Committee.

Organization
The Compensation Committee shall be comprised of those persons appointed by the Board of Directors. The President shall appoint the Chairman of the Committee.

Statement of Policy
The purpose of the Committee is to advise the President and the Board of Directors on matters concerning corporate compensation policy and procedures with regard to salary administration, incentive plans, and any other related matters of interest or concern.

Meetings
Meetings of the Committee will be convened by the Chairman as required. The Committee will meet at least once each calendar year.

Duties and Responsibilities
The primary duties and responsibilities of the Committee are as follows:

Salary Administration
     • Review recommended changes in policies or procedures outlined in Graybar's Salary Administration Policy.
     • Review salary expense trends and recommend changes in salary structures and merit increase guidelines.
     • Review relevant data and recommend salary adjustments for the President, subject to the approval of the Board of Directors.

Incentive Plans
     • Review incentive plans on a continuing basis to assure that the plans are administered in conformance with their stated purpose and plan guidelines, and that costs are within established expense parameters.
     • Review proposed changes to existing incentive plans and proposals for new incentive plans.
     • Make recommendations to the President and/or Board of Directors on plan changes.

Authority
The Committee shall have the resources and authority necessary to discharge its duties and responsibilities, including convening subcommittees and obtaining assistance and advice from professional consultants, as appropriate, on specific topics or issues.
     • Actions of the Committee on salary administration matters are subject to approval of the President.
     • Actions of the Committee on incentive plan matters are subject to the approval of the President and Board of Directors.

Conflict minerals have been identified as those originating from the "Conflict Region," which includes the Democratic Republic of Congo and surrounding countries that were outside of the supply chain prior to January 31, 2013. The minerals in question are tin, tantalum, tungsten and gold.

Graybar does not manufacture or contract to manufacture any products. However, in our role as a distributor, some of our customers purchase products to be used for the manufacturing of other products, and thus, have their own reporting obligations under the conflict minerals rules. While we cannot certify the country of origin of the minerals contained in the products we sell, Graybar will work to obtain available information from our suppliers for products that are used as components of our customers' products.

Graybar will ask suppliers of these products to engage in a reasonable country of origin inquiry or to perform due diligence of their supply chains. These suppliers will be asked to identify the source of the metals used to manufacture their products and to confirm whether or not the producing mines and smelters have been certified by an independent third party as "DRC conflict free".

Graybar is committed to providing our customers with responsibly sourced products that meet their needs. We encourage our suppliers to source materials that are free from conflict minerals originating in the covered countries and, where appropriate, will work with our customers to obtain DRC conflict free sources of the products they need.

California’s Proposition 65 requires businesses to provide consumers in California with clear and reasonable warnings regarding exposures to chemicals known to the State of California to cause cancer, birth defects or other reproductive harm. The new regulations which went into effect August 30, 2018 place the primary responsibility for providing such warnings on manufacturers, producers, packagers, importers, suppliers, and distributors of goods.

As a distributor of over one million SKUs from approximately 4,300 suppliers and manufacturers, Graybar relies on the information provided to us by the manufacturers of the products to determine whether a particular product is subject to Proposition 65 warning requirements, and we are committed to ensuring that all of the safety information provided to us by the manufacturers is provided to our customers.

Graybar will not cover, obscure or alter a warning that has been printed or affixed to the product or the product’s packaging. Graybar will also provide to customers all Safety Data Sheets and other safety and warning materials supplied by the manufacturer.  

Additionally, as on online seller, Graybar has placed Proposition 65 warnings on the product pages of all products sold on Graybar.com which are known to Graybar to be subject to the Proposition 65 warning requirements.

If a customer requires additional information in order to comply with their obligations under Proposition 65, we will work with our customers to obtain available information from the particular manufacturer(s). Graybar is committed to providing our customers with the products they want and the information they need.

Graybar's Privacy Statement applies to customer information Graybar collects in the United States and through this website. You can access our Full Policy here. 

View our company's SMS Terms of Service here. 

View our company's Standard Terms and Conditions here. 

View our company's Supplier PO Terms and Conditions here. 

This section provides Terms and Conditions for use of this website. See the complete version of these terms here.  

These terms apply only to sales orders initiated and completed through Graybar.com, unless you are using Graybar.com while registered as a Customer with which Graybar has expressly agreed in writing to alternative terms and conditions. View the website terms of sale here.  

Ownership of Graybar stock is a privilege reserved only for eligible Graybar employees and retirees. Learn more about Graybar stock here.

Graybar’s filings for the past five years are available in PDF and XBRL electronic formats. See all available statements here.

Graybar continues to put extensive security measures in place to protect our company and those we serve from becoming victims of fraudulent behavior. Our fraud protection page highlights common scams that are prevalent in our industry and provides helpful information on preventing fraud and reporting fraudulent activity if it occurs.