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autozone CorpGovernanceOverview020507


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autozone CorpGovernanceOverview020507

  1. 1. 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in their “Corporate Governance Quotient” Early adoption of Corporate Governance Principles Instituted Code of Conduct Repealed Poison Pill Rollup certification No Analyst Earnings Guidance 1 Copyright 2006, All Rights Reserved
  2. 2. 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
  3. 3. 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
  4. 4. 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