Pottery Barn 2005 Annual Report Download - page 119

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There are no differences in the manner in which the Nominations and Corporate Governance Committee
evaluates nominees for director based on whether the nominee is recommended by a shareholder, management or
a search firm.
How did we perform our responsibilities in fiscal 2005?
The Nominations and Corporate Governance Committee held a total of six meetings during fiscal 2005, and 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 and the NYSE listing standards, as well as the
company’s compliance with such requirements;
• Evaluated potential candidates to serve as new independent members of the company’s Board;
• Reviewed and recommended to the Board categorical standards for evaluating the independence of
directors;
• Evaluated the composition of and recommended assignments for the committees of the Board;
• Considered and recommended to the Board the submission to shareholders of the director nominees
described in this Proxy Statement; and
• Reviewed and evaluated the performance of the company’s Chief Executive Officer.
Who prepared this report?
Members of the Nominations and Corporate Governance Committee, Michael R. Lynch, Sanjiv Ahuja,
Adrian D.P. Bellamy and David B. Zenoff, prepared this report.
Audit and Finance Committee Report
Who serves on the Audit and Finance Committee?
The Audit and Finance Committee consisted of Michael R. Lynch, Adrian D.P. Bellamy and Jeanne P. Jackson
from January 31, 2005 to April 18, 2005. Adrian T. Dillon was appointed to the Audit and Finance Committee on
April 18, 2005. On May 18, 2005, the Board re-appointed Mr. Lynch, Mr. Dillon and Ms. Jackson to the Audit
and Finance Committee, and Mr. Bellamy left the committee. Mr. Dillon qualifies as a “financial expert” under
the SEC rules. Mr. Lynch served as Chairman of the Audit and Finance Committee during fiscal 2005.
Mr. Dillon was appointed as the Chairman of the Audit and Finance Committee on March 15, 2006. The Board
has determined that each member of the Audit and Finance Committee is independent under the NYSE rules, as
currently in effect, and Rule 10A-3 of the Securities Exchange Act of 1934, as amended. The Board has also
determined that each Audit and Finance Committee member is “financially literate,” as described in the NYSE
rules.
What is the role of the Audit and Finance Committee?
Our role is detailed in the Audit and Finance Committee Charter, which was amended and restated by the Board
on March 15, 2006. Also on March 15, 2006, the name of the committee was changed from the Audit Committee
to the Audit and Finance Committee. The Audit and Finance Committee Charter is available on the company’s
website at www.williams-sonomainc.com and is attached to this Proxy Statement as Exhibit D. The Audit and
Finance Committee Charter is also available in print to any shareholder who requests it. Specifically, we:
• Assist the Board in its oversight of the integrity of the company’s financial statements; the qualifications,
independence and performance of the company’s independent auditor; the performance of the company’s
internal audit function; and compliance by the company with legal and regulatory requirements;
• Prepare the report that the Securities and Exchange Commission rules require to be included in the
company’s annual proxy statement; and
31
Proxy