Best Buy 2010 Annual Report Download - page 11

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regarding each committee’s composition, purpose and
Executive Sessions of Independent Directors
responsibilities.
In order to promote open discussion among
The Board has determined that all members of the Audit
independent directors, the Board has a policy of
Committee, Compensation Committee and Nominating
conducting executive sessions of independent directors
Committee are independent directors as defined under
during each regularly scheduled Board meeting. These
the SEC and NYSE corporate governance rules, as
executive sessions have historically been chaired by
applicable. The Board has further determined that all
independent directors on a rotating basis. However,
members of the Audit Committee qualify as financial
beginning in June 2010, the executive sessions of
experts under SEC rules.
independent directors will be chaired by the Lead
Independent Director. The independent directors have The Board committees have responsibilities as follows:
elected Matthew H. Paull to serve as the initial Lead
Audit Committee. This committee discharges the
Independent Director.
Board’s oversight responsibility to our shareholders and
the investment community regarding: (i) the integrity of
Board Meetings and Attendance
our financial statements and financial reporting
The Board held four regular meetings and one special processes; (ii) our internal accounting systems and
meeting during the fiscal year ended February 27, financial and operational controls; (iii) the qualifications
2010. Each incumbent director attended, in person or and independence of our independent registered public
by telephone, at least 75% of the meetings of both the accounting firm; (iv) the performance of our internal
Board and Board committees on which he or she audit function and our independent registered public
served. In fiscal 2010, the average attendance by our accounting firm; and (v) our compliance with ethics
incumbent directors at Board and Board committee programs, including our Code of Business Ethics, and
meetings exceeded 95%. Our Board requires director legal, regulatory and risk oversight requirements.
attendance at our regular meetings of shareholders and
In carrying out these duties, this committee maintains
100% of the then-serving directors attended the 2009
free and open communication between the Board, our
Meeting.
independent registered public accounting firm, our
internal auditors and management. This committee
Committees of the Board
meets with management, our internal audit staff and our
The Board has the following five committees: independent registered public accounting firm at least
quarterly. In addition, this committee conducts quarterly
• Audit Committee;
conference calls with management and our independent
• Compensation and Human Resources Committee registered public accounting firm prior to our earnings
(‘‘Compensation Committee’’); releases to discuss the results of our independent
• Nominating, Corporate Governance and Public registered public accounting firm’s quarterly reviews and
Policy Committee (‘‘Nominating Committee’’); fiscal year-end audit.
• Finance and Investment Policy Committee; and Compensation and Human Resources Committee. This
committee discharges the Board’s responsibilities related
• Global Strategy Committee. to executive officer and director compensation, including
The charters for each of the Board committees are the establishment of our executive officer and director
posted on our Web site at www.bby.com — select the compensation philosophies, and evaluation of our CEO.
‘‘Investor Relations’’ link and then the ‘‘Corporate Oversight responsibilities of this committee include
Governance’’ link. The charters include information succession planning and compensation-related risk
oversight. This committee also oversees the development
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