Bed, Bath and Beyond 2012 Annual Report Download - page 48

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Information about Committees of the Board; Compensation Committee Interlocks and Insider Participation
All members of the Audit, Compensation and Nominating and Corporate Governance Committees are considered independent
pursuant to applicable Securities and Exchange Commission (‘‘SEC’’) and NASDAQ rules. None of the members of the
Compensation Committee was (i) during fiscal 2012, an officer or employee of the Company or any of its subsidiaries or
(ii) formerly an officer of the Company or any of its subsidiaries.
None of our executive officers currently serves, or in fiscal 2012 has served, as a member of the board of directors or
compensation committee of any entity that has one or more executive officers serving on our Board of Directors or
Compensation Committee.
Leadership Structure
Messrs. Eisenberg, Feinstein and Temares function together as the senior leaders of the Company. Since Messrs. Eisenberg,
Feinstein and Temares are not ‘‘independent directors’’ within the meaning of NASDAQ Listing Rule 5605(a)(2), the Board of
Directors appointed an independent director to serve as the outside Lead Director. Mr. Eppler has served as the outside Lead
Director since 2002. The general authority and responsibilities of the outside Lead Director are established by the Board of
Directors. In that capacity, Mr. Eppler presides at all executive sessions of the independent directors, has the authority to call
meetings of the independent directors, acts as a liaison between the members of the Board and management, functions as
Secretary of the Board (including with respect to the proposal and maintenance of Board agendas and schedules for
meetings), arranges for Board committee functions and acts as Secretary of Board committees and receives communications
from the Company’s shareholders.
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.
BED BATH & BEYOND PROXY STATEMENT
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