Bed, Bath and Beyond 2015 Annual Report Download - page 24

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PROPOSAL 1—ELECTION OF DIRECTORS
Risk Oversight
As part of its oversight responsibility, the Board receives at least annually a report on the material risks facing the Company,
which risks are identified through the Company’s Enterprise Risk Management (“ERM”) process. This report is presented to
the Board by a committee of key executives representing legal, compliance, finance and internal audit, and results from a
formal process where members of the committee meet with executives of each principal business function to identify and
assess the significant risks in each such business function’s areas of responsibility. The committee then analyzes with those
executives what risk mitigation efforts are or should be in place to eliminate or reduce such risks to acceptable levels, where
possible, and then engages on these matters with the full Board of Directors. In the annual ERM report, areas of risk and
mitigation efforts reviewed with the full Board in furtherance of its oversight responsibilities generally include: general business
risks, such as economic forces, competition and weather; employment-related risks, such as recruitment and retention,
succession, labor costs and associate relations; data security risks with respect to Company, associate and customer data;
compliance risks associated with the range of legal, accounting, tax, and financial reporting systems under which the Company
operates; supply chain risks, including disruption arising from political instability or labor disturbances, supplier financial
stability and legal compliance; and compliance with a variety of product, labor, social, and environmental standards. The Board
is updated on certain risks more frequently than annually, upon request or as developments warrant.
The ERM process and report to the Company’s Board of Directors also informs the more detailed Risk Factor disclosure in the
Company’s annual report on Form 10-K, filed with the Securities & Exchange Commission.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR
THE ELECTION OF THE TEN NOMINEES AS DIRECTORS.
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