Bed, Bath and Beyond 2007 Annual Report Download - page 43

Download and view the complete annual report

Please find page 43 of the 2007 Bed, Bath and Beyond annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 68

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68

BED BATH& BEYOND PROXY STATEMENT
41
Audit Committee
The function of the Audit Committee is to assist the Board of Directors in fulfilling its oversight responsibilities by (i) overseeing
the Company’s accounting and financial reporting processes and the audits of the Company’s financial statements; and (ii) review-
ing the financial reports and other financial information provided by the Company to the public. In addition, the functions of
this Committee have included, among other things, recommending to the Board the engagement or discharge of independent
auditors, discussing with the auditors their review of the Company’s quarterly results and the results of their annual audit and
reviewing the Company’s internal accounting controls.
The Audit Committee held six meetings during fiscal 2007. The current members of the Committee are Messrs. Barshay, Gaston
and Heller. The Board of Directors has determined that Mr. Heller is an “audit committee financial expert” as defined in Item
407(d)(5)(ii) and all of the members of the Committee meet the applicable independence standards for audit committee members
in The NASDAQ Stock Market’s Marketplace Rule 4350(d)(2)(A).
Compensation Committee
The function of the Compensation Committee is to assist the Board of Directors by (i) considering and determining all matters
relating to the compensation of the Company’s Co-Chairmen, Chief Executive Officer and other executive officers; (ii) administer-
ing and functioning as the Committee that is authorized to make grants and awards under the Company’s incentive compensation
plan to executive officers and such other officers and employees as the Committee may determine; and (iii) reviewing and report-
ing to the Board on such other matters as may be appropriately delegated by the Board for the Committee’s consideration.
The Compensation Committee held thirteen meetings and acted by unanimous written consent on one occasion during fiscal
2007. The current members of the Committee are Mr. Adler and Mses. Morrison and Stoller. In addition to meeting the NASDAQ
independence requirements, these members are “non-employee directors” for applicable SEC rules and are “outside directors” for
purposes of applicable tax law.
Nominating and Corporate Governance Committee
The function of the Nominating and Corporate Governance Committee is to assist the Board of Directors by (i) reviewing and rec-
ommending changes in certain policies regarding the nomination of directors to the Board for its approval; (ii) identifying individ-
uals qualified to become directors; (iii) evaluating and recommending for the Board’s selection nominees to fill positions on the
Board; and (iv) recommending changes in the Company’s corporate governance policies to the Board for its approval. The
Committee’s policy is to identify potential nominees based on properly submitted suggestions from any source and has established
procedures to do so. In addition, the Board may determine that it requires a director with a particular expertise or qualification
and will actively recruit such a candidate. Shareholders wishing to propose a director candidate for nomination must provide time-
ly notice of such nomination in accordance with the Company’s By-laws. The Nominating and Corporate Governance Committee
held two meetings during fiscal 2007. The current members of the Committee are Mr. Eppler and Mses. Morrison and Stoller.
Corporate Governance Information
A complete copy of the charter of each of the Audit Committee, the Compensation Committee, and the Nominating and
Corporate Governance Committee, as well as the Company’s policies on director attendance at the Annual Meeting and how
shareholders can communicate with the Board of Directors, are available on the Company’s website at
www.bedbathandbeyond.com.