Bed, Bath and Beyond 2009 Annual Report Download - page 45

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BED BATH & BEYOND PROXY STATEMENT
43
In fiscal 2009 and fiscal 2008, 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 2009, “audit-related fees” included fees associated with the Company’s response to an
SEC comment letter and the implementation of XBRL reporting requirements. In fiscal 2008, “audit-related” fees included fees
associated with respect to the setting of exercise prices for employee stock options and related matters. In fiscal 2009 and fis-
cal 2008, “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 2009 or fiscal 2008. The Audit Committee has concluded
that the provision of the foregoing 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 2009 and fiscal 2008, 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 2010.
AUDIT COMMITTEE REPORT
The Board of 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฀ling฀of฀the฀Company’s฀quarterly฀reports฀with฀the฀SEC;฀the฀Audit฀Committee฀also฀met฀and฀held฀discus-
sions 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.
114, as amended (Communication With Audit Committees), received the written disclosures and the letter from the independent
auditors required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent
accountant’s communications 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’s internal 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 27, 2010, filed with the SEC on April 27, 2010.
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