AutoZone 2008 Annual Report Download - page 16

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Corporation did business with AutoZone in arm’s length transactions which were not, individually or
cumulatively, material to either AutoZone or Sears Holding Corporation. The Board also reviewed donations
made by the Company to not-for-profit organizations with which Board members or their immediate family
members were affiliated by membership or service or as directors or trustees.
Based on its review of the above matters, the Board determined that none of Messrs. Crowley, Elson,
Graves, Grusky, McKenna, Mrkonic, Nieto or Ullyot or Mmes. Gove and House has a material relationship
with the Company and that all of them are independent within the meaning of the AutoZone Corporate
Governance Principles and applicable law and listing standards.
Corporate Governance Documents
Our Board of Directors has adopted Corporate Governance Principles; charters for its Audit, Compensa-
tion, and Nominating & Corporate Governance Committees; a Code of Business Conduct & Ethics for
directors, officers and employees of AutoZone; and a Code of Ethical Conduct for Financial Executives. Each
of these documents is available on our corporate website at www.autozoneinc.com and is also available, free
of charge, in print to any stockholder who requests it.
Meetings and Attendance
How many times did AutoZone’s Board of Directors meet during the last fiscal year?
During the 2008 fiscal year, the Board of Directors held ten meetings.
Did any of AutoZone’s directors attend fewer than 75% of the meetings of the Board and their assigned
committees?
All our directors attended at least 75% of the meetings of the Board of Directors and their assigned
committees during the fiscal year. (Messrs. Crowley and Grusky were appointed to the Board in August 2008,
after the final Board and committee meetings of the fiscal year had been held and Mr. Nieto was appointed
after the completion of the fiscal year.)
What is AutoZone’s policy with respect to directors’ attendance at the Annual Meeting?
As a general matter, all directors are expected to attend our Annual Meetings. At our 2007 Annual
Meeting, all directors were present.
Do AutoZone’s non-management directors meet regularly in executive session?
The non-management members of our Board of Directors regularly meet in executive sessions in
conjunction with each regularly scheduled Board meeting. Our Lead Director, Mr. McKenna, presides at these
sessions.
Committees of the Board
What are the standing committees of AutoZone’s Board of Directors?
AutoZone’s Board has three standing committees: Audit Committee, Compensation Committee, and
Nominating and Corporate Governance Committee, each consisting only of independent directors.
Audit Committee
What is the function of the Audit Committee?
The Audit Committee is responsible for:
• the integrity of the Company’s financial statements,
• the independent auditor’s qualification, independence and performance,
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