Best Buy 2009 Annual Report Download - page 74

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• Approve appropriate compensation for the independent auditor or any other registered public accounting firm
engaged for the purposes of preparing or issuing an audit report or performing other audit, review or attestation
services for the Company.
• Approve appropriate compensation at the Company’s expense for any advisers engaged by the Committee for
the purpose of carrying out its duties, and ordinary administrative expenses of the Committee.
Committee Responsibility
The following represent the primary recurring duties of the Committee in carrying out its oversight responsibilities:
A. Independent Auditor
1. The Committee will be directly responsible for the appointment (subject, as applicable, to shareholder
ratification), termination, compensation and oversight of the work of the independent auditor, including
resolution of disagreements between management and the independent auditor regarding financial reporting.
The Committee will, at least annually, evaluate the independent auditor’s qualifications, performance and
independence, taking into account the opinions of management and its internal auditors. Such evaluation will
include the review and evaluation of the experience and qualifications of the senior members of the
independent auditor team. The conclusions regarding the independent auditor evaluation will be presented to
the Board.
2. The Committee will ensure the rotation of the lead audit partner and other audit partners as professional
standards dictate, and consider whether there should be regular rotation of the audit firm itself.
3. The Committee will pre-approve all audit and non-audit services provided by the independent auditor unless
such services are considered de-minimus audit-related services as defined by the SEC and acceptable under
the Company’s independent auditor policy. The Committee may delegate pre-approval authority to a member
of the Committee. The decisions of any Committee member to whom pre-approval authority is delegated
must be presented to the Committee at its next scheduled meeting.
4. At least annually, the Committee will obtain and review a report by the independent auditor describing:
a. The firm’s internal quality control procedures.
b. Any material issues raised by:
(i) The most recent internal quality control review, reviews performed by the Public Company
Accounting Oversight Board (‘‘PCAOB’’) or SEC, or any other peer review of the firm,
(ii) Any inquiry or investigation by governmental or professional authorities, within the preceding five
years, respecting one or more independent audits carried out by the firm, and
(iii) Any steps taken to deal with any such issues.
c. All relationships between the independent auditor and the Company to assess the auditor’s
independence under Rule 3526 of the PCAOB.
5. The Committee will establish for the Company clear hiring policies for employees or former employees of the
independent auditor that meet applicable listing standards as well as federal rules and regulations.
A-2