Best Buy 2010 Annual Report Download - page 10

director, with the exception of Messrs. Dunn, Kaplan and Inc. (‘‘Jasper’’) since November 2008. Through a
Schulze, is independent. The Board based these services agreement with AT&T, we purchase wireless
determinations primarily on a review of the responses of data connectivity services from Jasper for certain
the directors to questions regarding employment and exclusive brand devices. We paid $1.1 million to Jasper
compensation history, affiliations, and family and other in fiscal 2010, which represented a material portion of
relationships, and on discussions with our directors. The its recognized revenue for the year. Mr. Tyabji is not an
Board also reviewed our relationships with companies employee of Jasper, nor did he influence or participate
with which our directors are affiliated and determined in negotiating our agreement for the purchase of Jasper
that the relationships with affiliates of current directors services.
Lisa M. Caputo, George L. Mikan III and Hatim A.
Tyabji are not material and do not impair such directors’ Board Leadership
independence. We separate the roles of CEO and Chairman of the
Ms. Caputo, a director since December 2009, is Board in recognition of the differences between the two
executive vice president, global marketing and corporate roles. Our CEO is responsible for setting our strategic
affairs at Citigroup, Inc. (‘‘Citi’’). Citi and/or its priorities, in collaboration with the Board, and focuses
subsidiaries provide financial services to us. Citi is also on the development and execution of our strategies. He
a lender under our Revolving Credit Agreement is also responsible for our ongoing leadership and
(‘‘Revolver’’). We do not make direct payments to or performance. The Chairman of the Board provides
receive direct loan proceeds from Citi under the guidance to the CEO, and sets the agenda for Board
Revolver, but Citi does receive interest payments through meetings and presides over meetings of the full Board.
our lending agent from this relationship to the extent the He focuses on Board oversight responsibilities, strategic
agent has drawn down funds from Citi, as well as, fees planning and mentoring company officers. Our
for providing us access to funds through the Revolver. Chairman also periodically represents our company at
We entered into the Revolver and all other existing public functions and actively engages with our
relationships with Citi prior to Ms. Caputo’s employees at designated company functions.
consideration as a director and Ms. Caputo did not play Our Board has implemented the position of Lead
any role in the negotiation of the Revolver. Independent Director to preside at all executive sessions
Mr. Mikan, a director since April 2008, is executive vice of independent directors, as defined under the rules of
president and chief financial officer of UnitedHealth the NYSE. The Nominating Committee nominates an
Group Incorporated (‘‘UnitedHealth’’). Since 2003, we independent director to serve as the Lead Independent
have had a health benefit services agreement with Director, the selection of whom is subject to ratification
UnitedHealth. The amounts we have paid to by the vote of a majority of the independent directors of
UnitedHealth, most of which are for employee medical the Board. In addition to presiding over executive
and pharmaceutical costs administered on our behalf by sessions of the independent directors, the Lead
UnitedHealth, were an insignificant portion of the Independent Director is responsible for calling meetings
annual consolidated revenue of Best Buy and of the independent directors as appropriate, serving as
UnitedHealth for each of the past three fiscal years. In a stakeholder liaison on behalf of the independent
addition, Mr. Mikan did not influence or participate in directors and performing such other duties as may be
negotiating or executing our agreement with requested from time to time by the Board, the
UnitedHealth. independent directors, the CEO or the Chairman of the
Board.
Mr. Tyabji, a director since 1998, has served as
chairman of the board of directors of Jasper Wireless,
10