Best Buy 2010 Annual Report Download - page 8

CORPORATE GOVERNANCE AT BEST BUY
Our Board is elected by our shareholders to oversee our actively continues to examine emerging corporate
business and affairs. In addition, the Board counsels, governance trends and best practices. Shareholder
advises and oversees management in the long-term perspectives play an important role in that process.
interests of our company and our shareholders Some key points regarding our board governance are
regarding a broad range of subjects including: as follows:
• Selecting and evaluating the performance of our • We believe that two-year terms allow our
Chief Executive Officer (‘‘CEO’’) and other directors to have a longer-term orientation to our
senior executives; business and encourage long-term, strategic
thinking. At the same time, this structure holds
• Planning for succession with respect to the the directors accountable to our shareholders, as
position of CEO and monitoring management’s the entire Board is subject to re-election as early
succession planning for other senior executives; as 53 weeks from any regular meeting of
• Reviewing and approving major financial, shareholders. Moreover, we believe that two-year
strategic and operating decisions and other terms promote continuity and foster an
significant actions; appropriate ‘‘institutional memory’’ among
directors. In January 2010, we implemented a
• Overseeing the conduct of our business and the
director resignation policy which requires any
assessment of our business risks to evaluate
director not receiving a majority of the vote cast
whether our business is being properly managed;
in favor of his or her election to tender their
and
resignation.
• Overseeing the processes for maintaining
• Our Board is predominantly independent. Of our
integrity with regard to our financial statements
15 directors, only three are Best Buy employees
and other public disclosures, and compliance
(including our Chairman of the Board, who is a
with law and ethical standards.
founder of Best Buy and a major shareholder).
Members of the Board monitor and evaluate our Further, the Board has affirmatively determined
business performance through regular communication that ten of our 15 directors are independent
with our CEO and other members of management, and under SEC and NYSE corporate governance
by attending Board meetings and Board committee rules, as applicable. After the June Meeting, we
meetings. anticipate that of our twelve remaining directors,
only two will be Best Buy employees and nine of
The Board values effective corporate governance and
our twelve directors will be independent under
adherence to high ethical standards. As such, the Board
SEC and NYSE corporate governance rules, as
has adopted Corporate Governance Principles for our
applicable.
directors and our Code of Business Ethics, both of which
are posted on our Web site at www.bby.com — select • Our Board is very active and engaged. Our
the ‘‘Investor Relations’’ link and then the ‘‘Corporate directors attended, on average, over 95% of
Governance’’ link. fiscal 2010 Board and Board committee
meetings.
Board Structure
We believe our Board structure serves the interests of
Our Board is committed to having a sound governance our shareholders by balancing Board continuity and the
structure that promotes the best interests of our promotion of long-term thinking with the need for
shareholders. To that end, our Board has evaluated and director accountability.
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