Pottery Barn 2005 Annual Report Download - page 118

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 qualifications of the
candidate; (iii) information regarding any relationships between the candidate and the company within the last three
years; (iv) evidence of the recommending person’s ownership of company common stock; (v) a statement from the
recommending shareholder in support of the candidate; and (vi) a written indication by the candidate of his or her
willingness to serve if elected. A shareholder that desires to recommend a person directly for election to the Board
at the company’s Annual Meeting must also meet the deadlines and other requirements set forth in Rule 14a-8 of the
Securities Exchange Act of 1934 and the company’s Restated Bylaws, each of which are described in the
“Shareholder Proposals” section of this Proxy Statement.
Each director nominated in this Proxy Statement was recommended for election to the Board by the Nominations
and Corporate Governance Committee. The Board did not receive any notice of a director nominee
recommendation from any shareholder in connection with this Proxy Statement.
What is the criteria and process of the Nominations and Corporate Governance Committee for identifying and
evaluating nominees for the Board?
Our criteria and process for evaluating and identifying the candidates that we select, or recommend to the Board
for selection, as director nominees are as follows:
• We regularly review the current composition and size of the Board;
• We evaluate the performance of the Board as a whole and evaluate the performance and qualifications of
individual members of the Board eligible for re-election at the Annual Meeting;
• We review the qualifications of any candidates who have been properly recommended by the
shareholders, as well as those candidates who have been identified by management, individual members
of the Board or, if we deem appropriate, a search firm. Such review may, in our discretion, include a
review solely of information provided to us or also may include discussions with persons familiar with
the candidate, an interview with the candidate or other actions that we deem proper;
• In evaluating the qualifications of candidates for the Board, we consider many factors, including issues of
character, judgment, independence, diversity, financial expertise, industry experience, range of
experience, other commitments and the like. We evaluate such factors, among others, and do not assign
any particular weight or priority to any of these factors. We consider each individual candidate in the
context of the current perceived needs of the Board as a whole. While we have not established specific
minimum qualifications for director candidates, we believe that candidates and nominees must reflect a
Board that is comprised of directors (i) a majority of whom are independent; (ii) who are of high
integrity; (iii) who have qualifications that will increase the overall effectiveness of the Board; and
(iv) who meet other requirements as may be required by applicable rules, such as financial literacy or
financial expertise with respect to Audit and Finance Committee members;
• In evaluating and identifying candidates, we have the sole authority to retain and terminate any third party
search firm that is used to identify director candidates and the sole authority to approve the fees and
retention terms of any search firm;
• After such review and consideration, we select, or recommend that the Board select, the slate of director
nominees; and
• We endeavor to notify, or cause to be notified, all director candidates of the decision as to whether to
nominate such individual for election to the Board.
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