Best Buy 2009 Annual Report Download - page 76

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auditing standards. Following completion of the annual audit, the Committee will review the independent
auditor’s recommendations to management as well as the results of procedures performed.
6. The Committee will prepare its report to be included in the Company’s annual proxy statements, as required
by SEC regulations.
7. The Committee will review disclosures made by the Company’s Chief Executive Officer and Chief Financial
Officer during the Forms 10-K and 10-Q certification processes about significant deficiencies, if any, in the
design or operation of internal controls or any fraud that involves management or other employees who have
a significant role in the Company’s internal controls.
C. Legal and Ethical Compliance
1. The Committee will establish procedures for the receipt, retention and treatment of complaints received
regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous
submission by employees of concerns regarding questionable accounting or auditing matters. In addition, if
appropriate, the Committee will periodically receive Company attorneys’ reports of evidence of material
violations of securities laws, or breaches of fiduciary duty.
2. The Committee will evaluate the Company’s policies and procedures to assess, monitor and manage legal
and ethical compliance programs, including the Company’s Code of Business Ethics and Related Party
Transactions Policy. The Committee will also review material related party transactions.
3. The Committee will also discuss with management the Company’s major financial risk exposures and the
steps management has taken to monitor and control such exposures, including the Company’s risk
assessment and risk management policies.
The Committee will also undertake such additional activities as the Committee may from time to time determine or as
may otherwise be required by law, the company’s articles or by-laws or directive of the Board.
The Committee will make regular reports to the Board and will recommend any proposed actions to the Board for
approval as necessary. The Committee will review and reassess the adequacy of this Charter at least annually and
recommend any proposed changes to the Board for approval and cause the Charter to be approved at least once
every three years in accordance with the regulations of the SEC.
The Committee will at least annually evaluate its own performance to determine whether it is functioning effectively.
The primary responsibility of the Committee is to oversee the Company’s financial reporting process and report the
results of its activities to the Board. Management is responsible for preparing the Company’s financial statements and
the independent auditor is responsible for auditing those financial statements. In carrying out its oversight
responsibilities, the Committee believes its policies and procedures should remain flexible, in order to best react to
changing conditions and with the objective of assessing whether the Company’s accounting and financial reporting
practices are in accordance with all requirements and are of the highest quality.
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