Bed, Bath and Beyond 2009 Annual Report Download - page 43

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BED BATH & BEYOND PROXY STATEMENT
41
Director Qualifications
The Board has adopted a policy regarding specific, minimum qualifications for potential directors. These factors, and others
as considered useful by the Board and the Nominating and Corporate Governance Committee, are reviewed in the context of
an assessment of the perceived needs of the Board at a particular point in time. The Company’s policies regarding director
qualifications and skills are included on the Company’s website at www.bedbathandbeyond.com.
Qualified candidates for membership on the Board will be considered without regard to race, color, creed, religion, national ori-
gin, age, gender, sexual orientation or disability. The Nominating and Corporate Governance Committee reviews and evaluates
each candidate’s character, judgment, skills (including financial literacy), background, experience and other qualifications (without
regard to whether a nominee has been recommended by the Company’s shareholders), as well as the overall composition of the
Board, and recommends to the Board for its approval the slate of directors to be nominated for election at the annual meeting
of the Company’s shareholders. While the Nominating and Corporate Governance Committee does not have a formal policy
with respect to diversity, the Committee believes that it is desirable that Board members represent a diversity of backgrounds,
including gender and race, as well as diversity of viewpoints and experience.
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) 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 audi-
tors, discussing with the auditors their review of the Company’s quarterly results and the results of their annual audit and review-
ing the Company’s internal accounting controls.
The Audit Committee held eight meetings during fiscal 2009. 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 Committee has the authority to engage consultants and other advisors.
The Compensation Committee held 10 meetings during fiscal 2009. The members of the Committee during fiscal 2009 were Mr.
Adler and Mses. Morrison and Stoller. Following Ms. Stoller notifying the Board of her decision not to stand for reelection as a
director nominee at the Company’s 2010 Annual Meeting of Shareholders, the Board appointed Mr. Eppler to serve as a member
of the Compensation Committee in replacement of Ms. 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฀qualied฀to฀become฀directors;฀(iii)฀evaluating฀and฀recommending฀for฀the฀Board’s฀selection฀nominees฀to฀ll฀positions฀
฀