Best Buy 2009 Annual Report Download - page 13

non-management or independent directors as a group, We also offer continuing education programs to assist
are welcome to do so in writing, addressed to such the directors in maintaining their expertise in these
person(s) in care of: areas. In addition, our directors have the opportunity to
attend commercial director education seminars related
Mr. Joseph M. Joyce to the director’s committee assignment(s) or to the work
Senior Vice President, General Counsel and of the Board. In fiscal 2009, we conducted an
Assistant Secretary orientation for one new member of the Board and
Best Buy Co., Inc. conducted one continuing education session for the
7601 Penn Avenue South Board.
Richfield, Minnesota 55423
Director Compensation
Mr. Joyce will forward all written shareholder
Overview of Director Compensation
correspondence to the appropriate director(s), except for
spam, junk mail, mass mailings, customer complaints or In April of each year, the Compensation Committee
inquiries, job inquiries, surveys, business solicitations or reviews the total compensation paid to
advertisements, or patently offensive or otherwise non-management directors. The purpose of the review is
inappropriate material. Mr. Joyce may, at his discretion, to ensure that the level of compensation is appropriate
forward certain correspondence, such as customer- to attract and retain a diverse group of directors with
related inquiries, elsewhere within Best Buy for review the breadth of experience necessary to perform the
and possible response. Comments or questions Board’s duties, and to fairly compensate directors for
regarding Best Buy’s accounting, internal controls or their service. The review is comprehensive and includes
auditing matters will be referred to members of the Audit consideration of qualitative and comparative factors. To
Committee. Comments or questions regarding the ensure directors are compensated relative to the scope
nomination of directors and other corporate governance of their responsibilities, the Compensation Committee
matters will be referred to members of the Nominating considers: (i) the time and effort involved in preparing
Committee. Comments or questions regarding executive for Board, committee and management meetings and
compensation will be referred to members of the the additional duties assumed by committee chairs;
Compensation and Human Resources Committee (ii) the level of continuing education required to remain
(‘‘Compensation Committee’’). informed of broad corporate governance trends, and
material developments and strategic initiatives within
Director Orientation and Continuing Education Best Buy; and (iii) the risks associated with fulfilling
fiduciary duties. To supplement the qualitative analysis,
Our Nominating Committee oversees the orientation
the Compensation Committee also considers the total
and continuing education of our directors. Director
value of the compensation as compared with director
orientation familiarizes directors with our strategic plans;
compensation at other Fortune 100 companies and our
significant financial, accounting and risk management
peer group of companies, which is described in How
issues; compliance programs and other controls;
We Determine Compensation on page 27.
policies; principal officers and internal auditors; and our
independent registered public accounting firm. The
orientation also addresses Board procedures, directors’
responsibilities, Corporate Governance Principles and
our Board committee charters.
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