Best Buy 2009 Annual Report Download - page 11

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All candidates are evaluated based on these • Been an employee of Best Buy;
qualification standards and the current needs of the • Had an immediate family member who was an
Board. executive officer of Best Buy;
Shareholder nominations must be accompanied by a • Worked on (or whose immediate family member
candidate resume which addresses the extent to which has worked on) our audit as a partner or an
the nominee meets the director qualification standards employee of our internal auditors or independent
and any additional search criteria posted on our Web registered public accounting firm; or
site. Nominations will be considered only if we are
• Been (or whose immediate family member has
currently seeking to fill an open director position. All
been) employed as an executive officer of
nominations by shareholders should be submitted as
another company whose compensation
follows:
committee at that time included a present
Chairman, Nominating, Corporate Governance executive officer of Best Buy; or
and Public Policy Committee — is:
c/o Mr. Joseph M. Joyce
• A partner of our internal auditor or independent
Senior Vice President, General Counsel and
registered public accounting firm, or an
Assistant Secretary
employee of our internal auditor or independent
Best Buy Co., Inc.
registered public accounting firm personally
7601 Penn Avenue South
working on our audit (or whose immediate family
Richfield, Minnesota, 55423
member is a partner of such firm or is employed
by such firm to personally work on our audit); or
Director Independence
• An employee (or has an immediate family
Pursuant to its Corporate Governance Principles, the
member who is an executive officer) of another
Board has established independence standards
company that makes payments to Best Buy, or
consistent with the requirements of the SEC and NYSE
receives payments from Best Buy, for property or
corporate governance rules, as applicable. To be
services in an amount which, in any of the last
considered independent under the NYSE rules, the
three fiscal years, exceeds the greater of
Board must affirmatively determine that a director or
$1 million or 2% of such other company’s
director nominee does not have a material relationship
consolidated gross revenues.
with Best Buy (directly, or as a partner, shareholder or
officer of an organization that has a relationship with Under our director independence standards described
Best Buy). In addition, NYSE rules provide that no above, the Board has determined that each director
director or director nominee may be deemed (including former director Mary A. Tolan), with the
independent if the director or director nominee exception of Messrs. Anderson, Kaplan, Lenzmeier and
Schulze, is independent. The Board based these
— has in the past three years:
determinations primarily on a review of the responses of
• Received (or whose immediate family member the directors to questions regarding employment and
has received as a result of service as an compensation history, affiliations, and family and other
executive officer) more than $120,000 during relationships, and on discussions with our directors. The
any 12-month period in direct compensation Board also reviewed the relationships between Best Buy
from Best Buy, other than director and committee and companies with which our directors are affiliated
fees and certain pension payments and other and determined that the relationships with affiliates of
deferred compensation; current directors Messrs. Mikan, Trestman and Tyabji are
11