Bed, Bath and Beyond 2010 Annual Report Download - page 42

Download and view the complete annual report

Please find page 42 of the 2010 Bed, Bath and Beyond annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 68

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68

BED BATH & BEYOND PROXY STATEMENT
40
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
฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀
฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀
฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀
Committee also oversees Board and management succession planning. The Committee’s policy is to identify potential nominees
based on properly submitted suggestions from any source and has established procedures to do so. In addition, the Board may
determine that it requires a director with a particular expertise or qualification 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 one meeting during fiscal 2010. The members of the Committee during fiscal 2010 were Messrs. Barshay and
Eppler and Ms. Morrison.
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 through
a formal risk management process and committee. The committee, which consists of a number of key executives, meets with
executives of each business unit to identify and assess the significant risks in each such unit’s areas of responsibility, 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 2011, 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 2010 and the fiscal year ended
February 27, 2010 (“fiscal 2009”) were as follows:
2010 2009
Audit Fees $ 1,130,000 $ 1,139,000
Audit-Related Fees 2,000 16,000
Tax Fees 88,000 224,000
All Other Fees 3,000 —
$ 1,223,000 $ 1,379,000