AutoZone 2013 Annual Report Download - page 17

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Proxy
The Audit Committee performs its duties by:
• evaluating, appointing or dismissing, determining compensation for, and overseeing the work of the
independent public accounting firm employed to conduct the annual audit, which reports to the Audit
Committee;
• pre-approving all audit and permitted non-audit services performed by the independent auditor,
considering issues of auditor independence;
• conducting periodic reviews with Company officers, management, independent auditors, and the internal
audit function;
• reviewing and discussing with management and the independent auditor the Company’s annual audited
financial statements, quarterly financial statements, internal controls report and the independent auditor’s
attestation thereof, and other matters related to the Company’s financial statements and disclosures;
• overseeing the Company’s internal audit function;
• reporting periodically to the Board and making appropriate recommendations; and
• preparing the report of the Audit Committee required to be included in the annual proxy statement.
Who are the members of the Audit Committee?
The Audit Committee consists of Ms. Gove, Mr. McKenna (Chair), Mr. Mrkonic, and Mr. Nieto.
Are all of the members of the Audit Committee independent?
Yes, the Audit Committee consists entirely of independent directors under the standards of AutoZone’s
Corporate Governance Principles and the listing standards of the New York Stock Exchange.
Does the Audit Committee have an Audit Committee Financial Expert?
The Board has determined that Ms. Gove, Mr. McKenna, Mr. Mrkonic and Mr. Nieto each meet the
qualifications of an audit committee financial expert as defined by the Securities and Exchange Commission. All
members of the Audit Committee meet the New York Stock Exchange definition of financial literacy.
How many times did the Audit Committee meet during the last fiscal year?
During the 2013 fiscal year, the Audit Committee held nine meetings.
Where can I find the charter of the Audit Committee?
The Audit Committee’s charter 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.
Audit Committee Report
The Audit Committee of AutoZone, Inc. has reviewed and discussed AutoZone’s audited financial
statements for the year ended August 31, 2013, with AutoZone’s management. In addition, we have discussed
with Ernst & Young LLP, AutoZone’s independent registered public accounting firm, the matters required to be
discussed by Statement on Auditing Standards No. 61, Communications with Audit Committees, as amended and
as adopted by the Public Company Accounting Oversight Board (“PCAOB”) in Rule 3200T, the Sarbanes-Oxley
Act of 2002, and the charter of the Committee.
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