Bed, Bath and Beyond 2011 Annual Report Download - page 43

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BED BATH & BEYOND PROXY STATEMENT
41
The Audit Committee held eight meetings during fiscal 2011. 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 the
฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀
equity compensation to executive officers and such other key executives as the Committee shall determine under the Company’s
฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀
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 2011. The members of the Committee during fiscal 2011 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.
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 2011. The members of the Committee during fiscal 2011 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.