AutoZone 2008 Annual Report Download - page 17

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• the performance of the Company’s internal audit function, and
• the Company’s compliance with legal and regulatory requirements.
The Committee performs its duties by:
• evaluating, appointing or dismissing, determining compensation for, and overseeing the work of the
independent public accounting firm employed to conduct the annual audit, which reports to the
Committee;
• pre-approving all audit and permitted non-audit services performed by the independent auditor,
considering issues of auditor independence;
• conducting periodic reviews with Company officers, management, independent auditors, and the internal
audit function;
• reviewing and discussing with management and the independent auditor the Company’s annual audited
financial statements, quarterly financial statements, internal controls report and the independent
auditor’s attestation thereof, and other matters related to the Company’s financial statements and
disclosures;
• overseeing the Company’s internal audit function;
• reporting periodically to the Board and making appropriate recommendations; and
• preparing the report of the Committee required to be included in the annual proxy statement.
Who are the members of the Audit Committee?
The Audit Committee consists of Ms. Gove, Mr. Graves, Mr. McKenna (Chairman) and Mr. Mrkonic.
Are all of the members of the Audit Committee independent?
Yes, the Audit Committee consists entirely of independent directors under the standards of AutoZone’s
Corporate Governance Principles and the listing standards of the New York Stock Exchange.
Does the Audit Committee have an Audit Committee Financial Expert?
The Board has determined that Ms. Gove, Mr. McKenna and Mr. Mrkonic each meet the qualifications of
an audit committee financial expert as defined by the Securities and Exchange Commission. All members of
the Audit Committee meet the New York Stock Exchange definition of financial literacy.
How many times did the Audit Committee meet during the last fiscal year?
During the 2008 fiscal year, the Audit Committee held ten meetings.
Where can I find the charter of the Audit Committee?
The Committee’s charter is available on our corporate website at www.autozoneinc.com and is also
available, free of charge, in print to any stockholder who requests it.
Compensation Committee
What is the function of the Compensation Committee?
The Compensation Committee has the authority, based on its charter and the AutoZone Corporate
Governance Principles, to:
• review and approve AutoZone’s compensation objectives;
• review and approve the compensation programs, plans and awards for executive officers, including
recommending equity-based plans for stockholder approval;
7
Proxy