• Share
  • Email
  • Embed
  • Like
  • Save
  • Private Content
autozone  CorpGovernanceOverview020507
 

autozone CorpGovernanceOverview020507

on

  • 1,043 views

 

Statistics

Views

Total Views
1,043
Views on SlideShare
1,043
Embed Views
0

Actions

Likes
0
Downloads
3
Comments
0

0 Embeds 0

No embeds

Accessibility

Upload Details

Uploaded via as Adobe PDF

Usage Rights

© All Rights Reserved

Report content

Flagged as inappropriate Flag as inappropriate
Flag as inappropriate

Select your reason for flagging this presentation as inappropriate.

Cancel
  • Full Name Full Name Comment goes here.
    Are you sure you want to
    Your message goes here
    Processing…
Post Comment
Edit your comment

    autozone  CorpGovernanceOverview020507 autozone CorpGovernanceOverview020507 Presentation Transcript

    • Corporate Governance AutoZone outperforms 91.5% of companies within retail ranked by Institutional Shareholder Services in their “Corporate Governance Quotient” Early adoption of Corporate Governance Principles Instituted Code of Conduct Repealed Poison Pill Rollup certification No Analyst Earnings Guidance 1 Copyright 2006, All Rights Reserved
    • Corporate Governance – Board of Directors Board is comprised of the CEO, the founder of AZO, and seven independent directors Directors elected annually All committees comprised of independent directors Created the Nominating & Corporate Governance Committee chaired by Mr. Charles Elson, the Edgar S. Woolard, Jr. Professor of Corporate Governance, University of Delaware Limitation on number of Boards on which Directors may serve Term limits 2 Copyright 2006, All Rights Reserved
    • Corporate Governance – Audit Committee Comprised solely of independent directors Meets quarterly with external and internal auditors without management present External auditors are Ernst & Young Mandatory rotation of audit partner Internal audit outsourced to Deloitte Designated financial experts (Sue E. Gove, W. Andrew McKenna and George R. Mrkonic, Jr.) Audit Committee meets to approve all 10-Qs and Ks and to review earnings releases 3 Copyright 2006, All Rights Reserved
    • Corporate Governance – Officers All AZO Officers and functional controllers certify in writing to 10-K/Q. Process supervised by Disclosure Compliance Committee No loans to officers or directors For past 10 years, trading window closes 2 weeks before end of quarter and re-opens 2 days after earnings release All officers option exercises must be approved in advance by General Counsel Monthly review with all Vice Presidents to discuss progress against tactics and financial variances for areas for which they are accountable 4 Copyright 2006, All Rights Reserved