AutoZone 2010 Annual Report Download - page 19

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management is also involved in these discussions to ensure that the Board gains a full understanding of the
risks and the strategies that management has implemented to manage the risks.
Other Board committees also consider significant risks within their areas of responsibility. The Compen-
sation Committee considers risk in connection with the design of AutoZone’s compensation programs. The
Nominating and Corporate Governance Committee oversees risks related to the Company’s governance
policies and practices.
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 2010 fiscal year, the Board of Directors held five 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 and their assigned committees during
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 2009 Annual
Meeting, all directors were present.
Do AutoZone’s non-management directors meet regularly in executive session?
The non-management members of our Board regularly meet in executive sessions in conjunction with
each regularly scheduled Board meeting. Our Lead Director, Mr. Graves, 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,
• the performance of the Company’s internal audit function, and
• the Company’s compliance with legal and regulatory requirements.
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