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Repealed Poison Pill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
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Copyright 2006, All Rights Reserved

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
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Copyright 2006, All Rights Reserved

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
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Copyright 2006, All Rights Reserved

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
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Copyright 2006, All Rights Reserved