Corporate Governance
Throughout its history, MSC Industrial has been guided by a value system that emphasizes integrity and trust at all levels of the organization. We have long standing policies and practices to ensure that our Company is managed with integrity and in our shareholders' best interests. In addition, we are committed to upholding the sound principles of corporate governance and to meeting the requirements of federal and state law and the rules of the New York Stock Exchange. In November 2003, The Board of Directors created a standing Nominating/Corporate Governance Committee and affirmed the Company's Corporate Governance Principles which, along with the charters of the Board Committees and the Company's Code of Business Conduct for associates, provide the framework for the governance of the Company.

The Nominating/Corporate Governance Committee is comprised of Roger Fradin, Denis Kelly, Louise Goeser, and Philip Peller. All members of the Nominating/Corporate Governance Committee are independent, in accordance with Section 303(A)(2) of the New York Stock Exchange listing standards.

Board of Directors & Officers of the Company

Code of Business Conduct - The company's Code of Business Conduct sets forth the guiding principles of business ethics and certain legal requirements applicable to all MSC Industrial associates.

Code of Ethics - The company's Code of Ethics sets forth additional guiding principles of ethics and certain legal requirements applicable to the Principal Executive Officer and Senior Financial Officers, including the Chief Financial Officer (CFO), Controller, Finance Directors and Senior Managers.

Insider Trading Policy - The company's Insider Trading Policy establishes procedures and guidelines for buying or selling securities issued by the Company.

Corporate Governance Guidelines - The company's Corporate Governance Guidelines address matters such as the composition and size of the Board, director qualifications, independence of directors, director responsibilities, frequency of Board meetings (including meetings to be held without the presence of management), the Board's access to members of management and outside experts, and ways for shareholders or others to communicate their concerns to the Board.

The Board has the following three standing committees:

The Audit Committee, which is comprised solely of independent, non-management directors, assists the Board in its oversight of the Company's financial reporting process, including the Company's system of internal controls.

The Compensation Committee, which is comprised solely of independent, non-management directors, has oversight responsibility for the compensation and benefit programs for executive officers and other associates.

The Nominating/Corporate Governance Committee, which is comprised solely of independent, non-management directors. The Committee considers and recommends candidates for election to the Board, advises the Board on director compensation, oversees the annual performance evaluations of the Board and Board Committees, and advises the Board on corporate governance matters.

Shareholder Communications Policy
Any shareholder or other interested party who desires to communicate with the Company’s Chairman of the Board of Directors or any of the other members of the Board of Directors may do so by writing to: Board of Directors, c/o Mitchell Jacobson, Chairman of the Board of Directors, MSC Industrial Direct Co., Inc., 75 Maxess Road, Melville, NY 11747, or to one of the non-management directors at the address indicated in the Company’s annual proxy statement. Communications may be addressed to the Chairman of the Board, an individual director, a Board Committee, the non-management directors or the full Board.

For guidance regarding shareholder nomination to the Company's Board of Directors, please refer to the Policy Regarding Shareholder Nominations for Director.