Best Buy 2009 Annual Report Download - page 73

BEST BUY CO., INC.
AUDIT COMMITTEE CHARTER
Purpose
The Audit Committee (‘‘Committee’’) of Best Buy Co., Inc. (‘‘Company’’) is appointed by the Board of Directors
(‘‘Board’’) to discharge the Board’s responsibilities relating to oversight of the following: 1) the integrity of the
Company’s financial statements and financial reporting processes, 2) the Company’s internal accounting systems,
financial and operational controls, 3) the qualifications and independence of the independent auditor, 4) the
performance of the Company’s Internal Audit function and the independent auditor, and 5) management’s efforts to
ensure Company compliance with its ethics programs, including its Code of Business Ethics, and legal and regulatory
requirements. In so doing, the Committee will maintain free and open communication between the Board, the
independent auditor, Internal Auditors and management of the Company.
Committee Membership
The Committee will be composed of at least three directors, each of whom shall meet the independence and
experience requirements of the Securities and Exchange Commission (‘‘SEC’’) as defined by the New York Stock
Exchange listing standards. All Committee members will be financially literate and will have sufficient knowledge of
financial matters to enable them to carry out the responsibilities of the Committee. At least one member of the
Committee will be designated as the ‘‘financial expert,’’ as defined by applicable rules and regulations. In addition,
members of the Committee may not accept any consulting, advisory, or other compensatory fee from the Company
(other than in their capacity as a member of the Board or one or more of the Board’s committees) and may not be
affiliated persons of the Company or its subsidiaries. The Committee members and Chairperson will be appointed by
the Board pursuant to the recommendations of the nominating committee of the Board and may be removed by the
Board in its discretion. No Committee member will simultaneously serve on the audit committees of more than two
other public companies. The Committee will have authority to delegate any of its responsibilities to subcommittees as
the Committee may deem appropriate, provided the subcommittees are composed entirely of independent directors.
Meetings
The Committee will meet at least four times a year, with authority to convene additional meetings, as circumstances
require. All Committee members are expected to attend each meeting, in person or via tele- or video-conference. A
majority of the Committee will comprise a quorum when all Committee members are unable to attend a meeting. The
Committee may request that other Board members, or officers or other employees of the Company, or any other
persons whose advice and counsel are sought by the Committee, attend any meeting of the Committee to provide
pertinent information. The Committee may exclude from its meetings any persons it deems inappropriate. Periodically,
the Committee may meet in executive session separately without management, with internal auditors and with the
Company’s independent auditor. If practicable, meeting agendas will be prepared in advance of the meeting and
distributed to members, along with appropriate briefing materials.
Committee Authority
The Committee will have the authority to conduct or authorize investigations into any matters within its scope of
responsibility. It is empowered to:
• Obtain full access to all relevant records, property and personnel of the Company.
• Retain, at the Company’s expense, outside counsel or other experts and advisors as it determines necessary.
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