Best Buy 2009 Annual Report Download - page 12

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not material and do not impair the directors’ internal experience and external independent expertise.
independence. For additional information regarding This combination of perspectives also helps to ensure
these relationships, see Certain Relationships and that we sustain our corporate culture, which is a
Related-Party Transactions on page 51. cornerstone of our legacy and a key competitive
advantage. In addition, the Board has diligently focused
Mr. Mikan, a director since April 2008, is executive vice on the succession and development of our senior
president and chief financial officer of UnitedHealth officers including, in particular, the internal candidates
Group Incorporated (‘‘UnitedHealth’’). Since 2003, we for our CEO, who also serves on the Board.
have had a health benefit services agreement with
UnitedHealth. The amounts we have paid to In accordance with these interests and the principles of
UnitedHealth, most of which are for employee medical effective corporate governance, in April 2009, the
and pharmaceutical costs administered on our behalf by Board adopted a long-term goal recommended by the
UnitedHealth, were an insignificant portion of the Nominating Committee to have at least 75% of our
annual consolidated revenue of each of the companies directors be independent. However, in the short-term, we
for each of the past three fiscal years. In addition, expect the number of non-independent directors to
Mr. Mikan did not participate in negotiating or executing increase due to the likely appointment of the incoming
our agreement with UnitedHealth. CEO to the Board. In addition, consistent with the
Board’s careful planning for the director skill sets
Mr. Trestman has been a director since 1984. We lease required today and in the future, and in order to have
retail space in a real estate development in which an orderly succession and transition of directors, the
Mr. Trestman and his son-in-law have an interest. Their Board has determined that it is in the best interests of
interest in the development was not deemed material to our company and shareholders that the incumbent
Mr. Trestman’s independence because the amount of non-independent directors complete the terms to which
our annual lease payment is less than $1 million and they have been elected or will likely be elected this year.
the retail square-footage leased constitutes less than
15% of the total leasable square-footage in the The Board believes that the careful stewardship of our
development. In addition, Mr. Trestman did not company and culture during a time of leadership
participate in negotiating or executing our lease transition merits a temporary increase in the total
agreement. number of directors and the ratio of non-independent
directors. We expect that at least 75% of the directors
Mr. Tyabji, a director since 1998, has served as will be independent following the 2011 regular meeting
chairman of the board of directors of Jasper of shareholders.
Wireless, Inc. (‘‘Jasper’’) since November 2008. We
purchase wireless data connectivity services from Jasper Executive Sessions of Non-Management,
for our private label mobile navigation devices. We paid Independent Directors
$2 million to Jasper in fiscal 2009, which represented
approximately 10% of its recognized revenue for the In order to promote open discussion among
year. Mr. Tyabji is not an employee of Jasper, nor did he non-management directors, the Board has a policy of
participate in negotiating or executing our agreement conducting executive sessions of independent directors
with Jasper. during each regularly scheduled Board meeting. This
session is chaired by the independent directors on a
Board Composition rotating basis.
The Board is committed to highly effective corporate Communications With the Board
governance that reflects the interests of our
shareholders, customers and employees. To ensure a Shareholders and interested parties who wish to contact
diversity of perspectives, the Board seeks a balance of the Board, any individual director, or the
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