Bed, Bath and Beyond 2010 Annual Report Download - page 43

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BED BATH & BEYOND PROXY STATEMENT
41
In fiscal 2010 and fiscal 2009, 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 2010, “audit related fees” included fees associated with the implementation of XBRL
reporting requirements. 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 2010 and fiscal 2009, “tax fees” included fees
associated with tax planning, tax compliance (including review of tax returns) and tax advice (including tax audit assistance). In
fiscal 2010, “all other fees” consisted of a subscription fee to a KPMG sponsored research tool. There were no “all other fees”
in fiscal 2009. 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 2010 and fiscal 2009, 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 2011.
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
financial expert.”
The Audit Committee discussed the auditors’ review of quarterly financial information with the auditors prior to the release
฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀
discussions with management and the independent auditors with respect to the audited year end financial statements. Further,
the Audit 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 26, 2011, filed with the SEC on
April 26, 2011.
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