Bed, Bath and Beyond 2011 Annual Report Download - page 44

BED BATH & BEYOND PROXY STATEMENT
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The Company has renewed its directors and officers indemnification insurance coverage. This insurance covers directors and
officers individually where exposures exist other than those for which the Company is able to provide indemnification. This
coverage is from June 1, 2011 through June 1, 2012, at a total cost of approximately $237,500. The primary carrier is Arch
Insurance Company.
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 principal business function to identify and assess the significant risks in each such business function’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 2012, 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 2011 and the fiscal year ended
February 26, 2011 (“fiscal 2010”) were as follows:
2011 2010
Audit Fees $ 1,200,000 $ 1,130,000
Audit-Related Fees — 2,000
Tax Fees 67,000 88,000
All Other Fees — 3,000
$ 1,267,000 $ 1,223,000
In fiscal 2011 and fiscal 2010, 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 2011 and fiscal 2010, “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. 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 2011 and fiscal 2010, 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 2012.