Bed, Bath and Beyond 2012 Annual Report Download - page 49

The Audit Committee held seven meetings during fiscal 2012. 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
Committee shall determine; (ii) administering and functioning as the Committee that is authorized to make grants and awards
of equity compensation to executive officers and such other key executives as the Committee shall determine under the
Company’s equity compensation plans; and (iii) reviewing and reporting to the Board on such other matters as may be
appropriately delegated by the Board for the Committee’s consideration.
The Committee has the authority to engage consultants and other advisors.
The Compensation Committee held seven meetings during fiscal 2012. The members of the Committee during fiscal 2012 were
Messrs. Adler and Eppler and Ms. Morrison. The current members of the Compensation Committee are Messrs. Adler and
Barshay and Ms. Morrison. The Committee meets the NASDAQ independence requirements, the ‘‘non-employee directors’’
requirements under applicable SEC rules and the ‘‘outside directors’’ requirements 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
recommending changes in certain policies regarding the nomination of directors to the Board for its approval; (ii) identifying
individuals qualified to become directors; (iii) evaluating and recommending for the Board’s selection nominees to fill
positions on the Board; and (iv) recommending changes in the Company’s corporate governance policies to the Board for its
approval. The 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 2012. The members of the Committee
during fiscal 2012 were Messrs. Barshay and Eppler and Ms. Morrison. The current members of the committee are Messrs. Adler
and Eppler and Ms. Morrison.
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.
The Company maintains 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, 2012 through June 1, 2013, at a total cost of approximately $244,625. 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.
BED BATH & BEYOND PROXY STATEMENT
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