STRATEGY COMMITTEE
The Strategy Committee ("Committee") of Brightpoint, Inc. ("BrightPoint" or the "Company") is responsible to the Board of Directors ("Board") for the oversight of BrightPoint's Strategic Plan ("Plan"). The Committee will maintain an on-going, cooperative, interactive strategic planning process with the Company's executive management, including the identification, setting and maintenance of strategic goals and expectations as well as the review of potential acquisitions, joint ventures, and strategic alliances. References to Company strategy and strategic planning are intended to focus on the Company's long-term initiatives versus day-to-day operations.
Membership
The Committee shall consist of at least one member who may or may not be an Independent Director (as defined in the Corporate Governance Principles). Committee members shall be nominated by the Nominating/Corporate Governance Committee, elected by the Board and may be removed from the Committee at any time, with or without cause. If the Committee has two or more members, one member shall be appointed as the Chairman, by the Corporate Governance and Nominating Committee.
Committee Meetings
The Committee will meet as often as it deems appropriate to fulfill its duties; additional meetings may be called by the Chairman as needed. The Committee meetings may be held either telephonically or in person, and shall meet at such other times as the Chairman shall determine.
Principal Functions & Responsibilities
Management shall devise, develop, and report to the Committee on the Company's Plan. The Committee will review the Plan and make recommendations to management on behalf of the Board. The Committee will assist, from time to time, at the request of the Company's Executive Management, with strategic decisions with respect to vendors, customers and other strategic stakeholders.
Furthermore, the Committee, where appropriate, will also advise and make recommendations to the Company's Executive Management and Board about the following:
• oversight of the strategic direction of the Company
• development, adoption and modification of the Company's Plan
• the 'What' and the 'Why' and not necessarily the 'How' on the strategic direction of the Company
• responses to external developments and factors, such as changes in the wireless industry, economy, competition, and technology, which impact the Company's strategy
• acquisitions, joint ventures and strategic alliances
Reporting
When appropriate, the Committee will prepare and, through its Chairman, submit reports of the Committee's work and findings to the Board. The reports will contain recommendations for Board actions if necessary.
Resources
The Committee shall have the resources and authority appropriate to discharge its duties and responsibilities, including the authority to select, retain, terminate, and approve the fees and other retention terms of experts or other consultants, as it deems appropriate.
Annual Performance Review
The Committee shall develop and conduct, at least annually, an assessment of the Committee's performance on a continuing basis, individually and collectively.
The Committee shall maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board. The Committee will also record its summaries of recommendations to the Board in written form, which will be incorporated as part of the minutes of the Board meeting at which those recommendations are presented.