Best Buy 2010 Annual Report Download - page 15

ITEM OF BUSINESS NO. 1 — ELECTION OF DIRECTORS
Finally, one or more of our directors must possess the
General Information
education or experience required to qualify as an ‘‘audit
Our Amended and Restated By-laws provide that the committee financial expert’’ pursuant to SEC rules.
Board may consist of a maximum of 15 directors, eight
of whom are designated as Class 1 directors and seven Director Nomination Process
of whom are designated as Class 2 directors. Directors
The Nominating Committee is responsible for screening
are elected for a term of two years, and the terms are
and recommending to the full Board director candidates
staggered so that Class 1 directors are elected in
for nomination. The Nominating Committee often
even-numbered years and Class 2 directors are elected
engages a third-party search firm to assist in identifying
in odd-numbered years.
appropriate candidates to consider as additions to our
Board. When the Board is seeking to fill an open
Director Qualification Standards
director position, the Nominating Committee will also
We only consider director candidates who embody the consider nominations received from our shareholders,
highest standards of personal and professional integrity provided that proposed candidates meet the requisite
and ethics and are committed to a culture of director qualification standards discussed above.
transparency and open communication at the Board
When the Board elects to fill a vacancy on the Board,
level and throughout our company. Successful
the Nominating Committee will announce the open
candidates are dedicated to accountability and
position and post any additional search criteria on our
continuous improvement with a belief in innovation as a
Web site at www.bby.com — select the ‘‘Investor
key business success factor. They are also actively
Relations’’ link and then the ‘‘Corporate Governance’’
engaged, and have an innate intellectual curiosity and
link. Candidates recommended by shareholders, if
entrepreneurial spirit. Commitment to enhancing
qualified, will be considered in the same manner as any
shareholder value and representing the interests of all
other candidate.
shareholders is also required.
The Nominating Committee will then evaluate the
In evaluating candidates for nomination as a director,
resumes of any qualified candidates recommended by a
the Nominating Committee considers other criteria,
search firm or shareholders, as well as by members of
including a history of achievement and superior
the Board. Generally, in order to be considered for
standards, ability to think strategically, a willingness to
nomination, a candidate must have:
share examples based upon experience, policy-making
experience, and an ability to articulate a point of view, • High professional and personal ethics and
take tough positions, and constructively challenge values;
management. In addition, the Nominating Committee
• A strong record of significant leadership and
may also consider gender, ethnic and geographical
meaningful accomplishments in his or her field;
diversity; independence; and general criteria such as an
ability to provide informed and thoughtful counsel, • Broad policy-making experience;
mature judgment, and listening skills. • The ability to think strategically;
Directors must also be committed to actively engaging • Sufficient time to carry out the duties of Board
in his or her Board roles, with sufficient time to carry out membership; and
the duties of Board and Board committee membership.
• A commitment to enhancing shareholder value
and representing the interests of all shareholders.
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