AutoZone 2013 Annual Report Download - page 16

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Proxy
Corporate Governance Documents
Our Board of Directors has adopted Corporate Governance Principles; charters for its Audit,
Compensation, 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 2013 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 of our directors attended at least 75% of the meetings of the Board and their assigned committees
during the fiscal year except for William C. Crowley who did not attend the only Nominating & Corporate
Governance Committee meeting that occurred during the fiscal year while he was still a member of the Board.
Ms. Goodspeed was elected on February 7, 2013. Messrs. Brooks and Jordan were elected on August 30, 2013.
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 2012 Annual Meeting,
all directors, other than William C. Crowley and Robert R. Grusky who were not standing for re-election, 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.
6