Pottery Barn 2004 Annual Report Download - page 102

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How did we perform our responsibilities in fiscal 2004?
The Nominations and Corporate Governance Committee held a total of three meetings during fiscal 2004. During
fiscal 2004, we took the following actions, among other things:
• Reviewed and discussed with company management applicable changes in corporate governance
requirements under federal and state securities laws, the Sarbanes-Oxley Act of 2002, and the NYSE
listing standards, as well as the company’s compliance with such requirements;
• Evaluated the composition of and recommended assignments for the committees of the Board;
• Considered and reported to the Board on the desirability of identifying additional independent Board
members; and
• Considered and recommended to the Board the submission to shareholders of the director nominees
described in this Proxy Statement.
Who prepared this report?
Members of the Nominations and Corporate Governance Committee, Michael R. Lynch, Sanjiv Ahuja and
Adrian D.P. Bellamy, prepared this report.
Audit Committee Report
Who serves on the Audit Committee?
The Audit Committee consisted of Michael R. Lynch, Adrian D.P. Bellamy and Jeanne P. Jackson during fiscal
2004. As noted in last year’s Audit Committee Report, the Board conducted a search for an additional independent
director to serve on the Audit Committee who would qualify as a “financial expert” as defined by the SEC rules.
This search resulted in the appointment of Adrian T. Dillon to the Board and to the Audit Committee, effective as of
April 18, 2005. Mr. Dillon qualifies as a “financial expert” under the SEC rules. Mr. Lynch serves as Chairman of
the Audit Committee. The Board has determined that each member of the Audit Committee is independent under
the NYSE rules, as currently in effect, and Rule 10A-3 of the Securities Exchange Act of 1934. The Board has also
determined that each Audit Committee member is “financially literate,” as described in the NYSE rules.
What is the role of the Audit Committee?
Our role is detailed in the Audit Committee Charter, which was amended and restated by the Board of Directors
on March 30, 2004. The Audit Committee Charter is available on the company’s website at
www.williams-sonomainc.com and was attached to last year’s Proxy Statement. The Audit Committee Charter is
also available in print to any shareholder who requests it. Specifically, we:
• Serve as an independent and objective party to monitor the company’s financial reporting process and
internal control system;
• Review and appraise the audit efforts of the company’s independent registered public accounting firm and
internal audit department, including obtaining and reviewing a report from the company’s independent
registered public accounting firm at least annually regarding the adequacy of the company’s system of
internal controls, among other things; and
• Provide an open avenue of communication among the independent registered public accounting firm,
financial and senior management, the internal audit department and the Board.
How do we meet our responsibilities?
We perform the following functions:
• Monitor the integrity of the company’s financial reports, earnings, sales and guidance press releases and
other company financial information;
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Proxy