Pottery Barn 2004 Annual Report Download - page 100

Download and view the complete annual report

Please find page 100 of the 2004 Pottery Barn annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 116

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116

included toward the limit. As a result, the $1.0 million limit on the deductibility of compensation to certain of our
officers was exceeded, and the company was unable to take a tax deduction with respect to $495,133 of
compensation paid to such officers. While we cannot predict how the deductibility limit may impact the
company’s compensation program in future years, we intend to maintain an approach to executive compensation
that strongly links pay to performance.
Who prepared this report?
Members of the Compensation Committee, Adrian D.P. Bellamy, Jeanne P. Jackson and Richard T. Robertson,
prepared this report.
Nominations and Corporate Governance Committee Report
Who serves on the Nominations and Corporate Governance Committee?
The Nominations and Corporate Governance Committee consisted of Michael R. Lynch and Adrian D.P.
Bellamy from February 2, 2004 to May 19, 2004. Sanjiv Ahuja was elected to the Nominations and Corporate
Governance Committee on May 19, 2004. From such time until the present, the Nominations and Corporate
Governance Committee consisted of Mr. Lynch, Mr. Ahuja and Mr. Bellamy. Mr. Lynch serves as Chairman of
the Nominations and Corporate Governance Committee. The Board has determined that each current member of
the Nominations and Corporate Governance Committee is independent under the NYSE rules, as currently in
effect. Each current member of the Nominations and Corporate Governance Committee is a non-employee
director.
What is the role of the Nominations and Corporate Governance Committee?
Our role is detailed in the Nominations and Corporate Governance Committee Charter, which was amended and
restated by the Board on March 16, 2004. The Nominations and Corporate Governance Committee Charter is
available on the company’s website at www.williams-sonomainc.com and was attached to last year’s Proxy
Statement. The Nominations and Corporate Governance Committee Charter is also available in print to any
shareholder who requests it. Specifically, we:
• Periodically review and recommend to the Board suitable revisions to the corporate governance
guidelines applicable to the company;
• Annually consider and review with the Board criteria for selecting new director candidates, identify
individuals qualified to become Board members and periodically assist in screening and evaluating
director candidates;
• Consider director nominations from shareholders; and
• Annually evaluate the performance of the company’s Chief Executive Officer and oversee the evaluation
of the performance of the company’s management and the Board.
Does the Nominations and Corporate Governance Committee have a policy with regard to the consideration of
director candidates recommended by shareholders?
We adopted a Shareholder Recommendations Policy on March 16, 2004. It is our policy to consider
recommendations for candidates to the Board from shareholders holding no less than 500 shares of the
company’s common stock continuously for at least six months prior to the date of the submission of the
recommendation.
What are the procedures to be followed by shareholders in submitting recommendations of director candidates to
the Nominations and Corporate Governance Committee?
The Nominations and Corporate Governance Committee will consider suggestions from shareholders regarding
possible director candidates for election at next year’s Annual Meeting. A shareholder that desires to recommend
a candidate for election to the Board shall direct the recommendation in writing to Williams-Sonoma, Inc.,
Attention: Secretary, 3250 Van Ness Avenue, San Francisco, California 94109. The recommendation must
include: (i) the candidate’s name, home and business contact information; (ii) detailed biographical data and
23
Proxy