Bed, Bath and Beyond 2010 Annual Report Download - page 41

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BED BATH & BEYOND PROXY STATEMENT
39
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 under the Investor
Relations section.
Qualified candidates for membership on the Board will be considered without regard to race, color, creed, religion, national
origin, 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)
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 2010. 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 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
฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀
awards of equity compensation to executive officers and such other key executives as the Committee shall determine under
฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀
appropriately delegated by the Board for the Committee’s consideration. The Committee has the authority to engage
consultants and other advisors.
The Compensation Committee held nine meetings during fiscal 2010. The members of the Committee during fiscal 2010 were
Messrs. Adler and Eppler and Ms. Morrison. 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.