Bed, Bath and Beyond 2008 Annual Report Download - page 48

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BED BATH & BEYOND PROXY STATEMENT
46
In fiscal 2008 and fiscal 2007, in accordance with the SEC’s definitions and rules, “audit fees” included fees associated with the
annual audit of the Company’s financial statements, the assessment of the Company’s internal control over financial reporting as
integrated with the annual audit of the Company’s financial statements and the quarterly reviews of the financial statements
included in its Form 10-Q filings. In fiscal 2008 and fiscal 2007, “audit-related fees” included fees associated with respect to the
setting of exercise prices for employee stock options and related matters. In fiscal 2008 and fiscal 2007, “tax fees” included fees
associated with tax planning, tax compliance (including review of tax returns) and tax advice (including tax audit assistance).
There were no “all other fees” in fiscal 2008 or fiscal 2007. The Audit Committee has concluded that the provision of the fore-
going services is compatible with maintaining KPMG LLP’s independence.
In accordance with the Audit Committee charter, the Audit Committee must pre-approve all audit and non-audit services provided
to the Company by its outside auditor. To the extent permitted by applicable laws, regulations and NASDAQ rules, the Committee
may delegate pre-approval of audit and non-audit services to one or more members of the Committee. Such member(s) must then
report to the full Committee at its next scheduled meeting if such member(s) pre-approved any audit or non-audit services.
In fiscal 2008 and fiscal 2007, all (100%) audit and non-audit services were pre-approved in accordance with the Audit Committee
charter.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE RATIFICATION
OF THE APPOINTMENT OF KPMG LLP AS INDEPENDENT AUDITORS FOR FISCAL 2009.
AUDIT COMMITTEE REPORT
The Boardof Directors has determined that the membership of the Audit Committee meets the SEC and NASDAQ independence
and experience requirements. The Board of Directors has also determined that Mr. Heller qualifies as an “audit committee finan-
cial expert.”
The Audit Committee discussed the auditors’ review of quarterly financial information with the auditors prior to the release
of that information and the filing of the Company’s quarterly reports with the SEC; the Audit Committee also met and held
discussions with management and the independent auditors with respect to the audited year end financial statements. Further,
the Committee discussed with the independent auditors the matters required to be discussed by Statement on Auditing Standards
No. 61, as amended (Communication With Audit Committees), received the written disclosures and the letter from the independ-
ent auditors required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent
accountant’scommunications with the Audit Committee concerning independence and discussed with the auditors the auditors’
independence. The Committee also discussed with the auditors and the Company’s financial management matters related to
the Company’sinternal control over financial reporting. Based on these discussions and the written disclosures received from
the independent auditors, the Committee recommended that the Board of Directors include the audited financial statements in
the Company’s Annual Report on Form 10-K for the year ended February 28, 2009, filed with the SEC on April 28, 2009.
This audit committee report is not deemed filed under the Securities Act of 1933 or the Securities Exchange Act of 1934 and is not
incorporated by reference into any filings that the Company may make with the SEC.
AUDIT COMMITTEE
Stanley F.Barshay
Patrick R. Gaston
Jordan Heller