Best Buy 2010 Annual Report Download - page 9

director or director nominee may be deemed
Board Composition
independent if the director or director nominee
To ensure a diversity of perspectives, the Board seeks a
— has in the past three years:
balance of internal experience and external independent
expertise. This combination of perspectives also helps to • Received (or whose immediate family member
ensure that we sustain our corporate culture, which is a has received as a result of service as an
cornerstone of our business legacy and a key executive officer) more than $120,000 during
competitive advantage. In addition, the Board is any 12-month period in direct compensation
diligently focused on the succession and development of from Best Buy, other than director and committee
our senior officers, as most recently exhibited during the fees and certain pension payments and other
June 2009 CEO transition with the internal promotion deferred compensation;
of Brian J. Dunn to the CEO position.
• Been an employee of Best Buy;
In accordance with these interests and the principles of
• Had an immediate family member who was an
effective corporate governance, in April 2009, the
executive officer of Best Buy;
Board adopted a goal to have at least 75% of our
directors be independent by June 2011. In addition, • Worked on (or whose immediate family member
consistent with the Board’s careful planning for the has worked on) our audit as a partner or an
director skill sets required today and in the future, and employee of our internal auditors or independent
in order to have an orderly succession and transition of registered public accounting firm; or
directors, the Board determined that it is in the best • Been (or whose immediate family member has
interests of our company and shareholders that the been) employed as an executive officer of
incumbent non-independent directors complete the another company whose compensation
terms to which they have been elected. committee at that time included a present
The Board believes that the careful stewardship of our executive officer of Best Buy; or
company and culture during a time of leadership — is:
transition merited a temporary increase in the total
number of directors and the ratio of non-independent • A partner of our independent registered public
directors. Following the 2010 Regular Meeting of accounting firm, or an employee of our
Shareholders, we anticipate that 75% of the Board will independent registered public accounting firm
be considered independent, a full year ahead of our personally working on our audit (or whose
previously announced goal. immediate family member is a partner of such
firm or is employed by such firm to personally
Director Independence work on our audit); or
Pursuant to its Corporate Governance Principles, the • An employee (or has an immediate family
Board has established independence standards member who is an executive officer) of another
consistent with the requirements of the SEC and NYSE company that makes payments to Best Buy, or
corporate governance rules, as applicable. To be receives payments from Best Buy, for property or
considered independent under the NYSE rules, the services in an amount which, in any of the last
Board must affirmatively determine that a director or three fiscal years, exceeds the greater of
director nominee does not have a material relationship $1 million or 2% of such other company’s
with Best Buy (directly, or as a partner, shareholder or consolidated gross revenues.
officer of an organization that has a relationship with Under our director independence standards described
Best Buy). In addition, NYSE rules provide that no above, the Board has determined that each continuing
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