Bed, Bath and Beyond 2009 Annual Report Download - page 44

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BED BATH & BEYOND PROXY STATEMENT
42
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 estab-
lished procedures to do so. In addition, the Board may determine that it requires a director with a particular expertise or quali-
fication 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’s
By-laws. The Nominating and Corporate Governance Committee held two meetings during fiscal 2009. The members of the
Committee during fiscal 2009 were Mr. Eppler 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. Barshay to serve as a member of the Nominating and Corporate Governance Committee in replacement of
Ms. Stoller.
Certain Relationships and Related Transactions
The Company’s Audit Committee, among other things, reviews and approves, on an annual basis and as otherwise appropriate,
any proposed related party transactions. The members of the Committee also consult with the Company’s independent auditors
to ensure that the Committee considers all transactions which the auditors advise may involve transactions with related persons.
The Committee’s determinations with respect to all related party transactions are recorded in the minutes of the Committee, and
the Audit Committee’s responsibility to review and approve related party transactions is set forth in the Committee’s charter.
Committee Charters; Additional Information; Risk Management
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.
Management regularly reports to the Board of Directors with respect to compliance and risk management matters. In fiscal 2009,
the Company formalized a risk management process and committee. The committee, which consists of a number of key execu-
tives, meets with executives of each business unit to identify and assess the significant risks in each such unit’s areas of responsibil-
ity, then analyzes what risk mitigation efforts are or should be in place to eliminate or minimize such risks to acceptable levels.
RATIFICATION OF APPOINTMENT OF AUDITORS (PROPOSAL 2)
Who has been appointed as the Auditors?
The Audit Committee has appointed KPMG LLP to serve as our independent auditors for fiscal 2010, subject to ratification by
our shareholders. Representatives of KPMG LLP will be present at the Annual Meeting to answer questions. They will also have
the opportunity to make a statement if they desire to do so. If the proposal to ratify their appointment is not approved, other
certified public accountants will be considered by the Audit Committee. Even if the proposal is approved, the Audit Committee,
in its discretion, may direct the appointment of new independent auditors at any time during the year if it believes that such a
change would be in the best interest of the Company and its shareholders.
What were the fees incurred by the Company for professional services rendered by KPMG LLP?
The fees incurred by the Company for professional services rendered by KPMG LLP for fiscal 2009 and the fiscal year ended
February 28, 2009 (“fiscal 2008”) were as follows:
2009 2008
Audit Fees $ 1,138,500 $ 1,229,000
Audit-Related Fees 16,250 19,400
Tax Fees 224,241 114,039
All Other Fees — —
$ 1,378,991 $ 1,362,439