Pep Boys 2009 Annual Report Download - page 15

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9
Executive Sessions of the Independent Directors. Our non-executive Chairman, Mr. Lukens, presides over all
such sessions, which are held, at a minimum, immediately following all regularly scheduled Board meetings.
Board Leadership Structure and Role in Risk Oversight. Pep Boys currently separates the roles of Chairman of
the Board and Chief Executive Officer. Given the relatively short tenure of both our current Chairman of the Board
and Chief Executive Officer, the Board believes that the separation of these roles currently allows the Chief
Executive Officer to focus his efforts primarily on the successful short and long-term operations of the Company for
the benefit of all its constituents, while allowing the Chairman of the Board to manage the operation of the Board in
its oversight of the Chief Executive Officer and Pep Boys’ strategic direction.
Pep Boys has adopted an enterprise risk oversight program pursuant to which management, lead by Pep Boys’
Chief Financial Officer and General Counsel, together with the Audit Committee identifies the most significant risks
faced by the Company. On a quarterly basis, management assesses the status of these risks and the Company’s
mitigation efforts against them, which are reporting in writing to the full Board and discussed in detail with the Audit
Committee and in summary fashion with the full Board.
Compensation Policies and Practices Risk. Pep Boys’ compensation policies and practices are not reasonably
likely to have a material adverse effect on the Company.
Personal Loans to Executive Officers and Directors. Pep Boys has no personal loans extended to its executive
officers or directors.
Director Attendance at the Annual Meeting. All Board members are strongly encouraged to attend the Annual
Meeting of Shareholders. All nominees then standing for election attended the 2009 Annual Meeting.
Communicating with the Board of Directors. Interested parties should address all communications to the full
Board or an individual director to the attention of our corporate Secretary. Our corporate Secretary reviews all such
communications to determine if they are related to specific products or services, are solicitations or otherwise relate
to improper or irrelevant topics. All such improper communications receive a response in due course. Any
communication directed to an individual director relating solely to a matter involving such director is forwarded to
such director. Any communication directed to an individual director relating to a matter involving both such
director and Pep Boys or the Board of Directors, as a whole, is forwarded to such director and the Chairman of the
Board. The balance of the communications are forwarded to the Chairman of the Board. Except for improper
communications, all interested party communications to the Board of Directors or an individual director received by
the corporate Secretary are kept in confidence from management. These procedures were adopted unanimously by
the independent directors.
Compensation Committee Interlocks and Insider Participation
Ms. Atkins and Messrs. Hotz and Mitarotonda are the current members of our Compensation Committee. None
of these members is or has been an officer or employee of Pep Boys or has any relationship with Pep Boys requiring
disclosure under Item 404 of SEC Regulation S-K. No executive officer of Pep Boys serves as a member of the
board of directors or compensation committee of any entity that has one or more executive officers serving as a
member of Pep Boys’ Board of Directors or Compensation Committee.
Meetings and Committees of the Board of Directors
The Board of Directors held eight meetings during fiscal 2009. During fiscal 2009, each director standing for re-
election attended at least 75% of the aggregate number of meetings held by the Board and all committee(s) on which
such director served. The Board of Directors has standing Audit, Compensation and Nominating and Governance
Committees. All Committee members are “independent” as defined by the listing standards of the NYSE.
Audit Committee. Ms. Scaccetti (chair), Mr. Hotz, Dr. Reid and Mr. Williams are the current members of the
Audit Committee. The Audit Committee reviews Pep Boys’ consolidated financial statements and makes
recommendations to the full Board of Directors on matters concerning the audits of Pep Boys’ books and records.
The Audit Committee met 8 times during fiscal 2009.