Bed, Bath and Beyond 2008 Annual Report Download - page 46

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BED BATH & BEYOND PROXY STATEMENT
44
Board Committees
Our Board of Directors has standing Audit, Compensation and Nominating and Corporate Governance Committees. Information
about each of these Committees follows.
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)
reviewing 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 seven meetings during fiscal 2008. 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) of Regulation S-K and all of the members of the Committee meet the applicable independence standards for audit
committee members in the NASDAQ Listing Rule 5605(c)(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 (as defined in
Rule 3b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), and such other key executives as the
Committee shall determine; (ii) administering and functioning as the Committee that is authorized to make grants and awards of
equity compensation to executive officers and such other key executives as the Committee shall determine under the Company’s
equity-compensation plans; and (iii) reviewing and reporting to the Board on such other matters as may be appropriately delegat-
ed by the Board for the Committee’s consideration.
The Compensation Committee held seven meetings during fiscal 2008. 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
recommending changes in certain policies regarding the nomination of directors to the Board for its approval; (ii) identifying
individuals 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’scorporate 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. The Nominating and Corporate Governance Committee also has the authority to retain
third party search firms to evaluate or assist in identifying or evaluating potential nominees. Shareholders wishing to propose a
director candidate for nomination must provide timely notice of such nomination in accordance with the Company’sBy-laws. The
Nominating and Corporate Governance Committee held five meetings during fiscal 2008. The current members of the Committee
are Mr. Eppler and Mses. Morrison and Stoller.
Committee Charters; Additional Information
Acomplete 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’spolicies 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.