Pottery Barn 2006 Annual Report Download - page 128

Audit-Related Fees
Deloitte billed approximately $26,100 for fiscal 2006 and $22,800 for fiscal 2005 for audit-related services.
Audit-related services included: (i) the audit of our 401(k) plan; (ii) consultation on various accounting matters;
(iii) consultation on our internal control; and (iv) assistance with our readiness under Section 404 of the
Sarbanes-Oxley Act of 2002.
Tax Fees
Deloitte billed a total of $34,960 for fiscal 2006 and $141,225 for fiscal 2005 for tax services. Tax services
included: (i) $34,960 for fiscal 2006 and $24,000 for fiscal 2005 for tax compliance services, which included
consultation for the preparation of our federal, state and local tax returns; (ii) $0 for fiscal 2006 and $100,375 for
fiscal 2005 for tax consulting services; and (iii) $0 for fiscal 2006 and $16,850 for fiscal 2005 for tax software
license fees.
All Other Fees
Deloitte billed $0 for fiscal 2006 and fiscal 2005 for all other services.
CORPORATE GOVERNANCE GUIDELINES AND CORPORATE CODE OF CONDUCT
Our Corporate Governance Guidelines and our Corporate Code of Conduct, which applies to all of our
employees, including our Chief Executive Officer, Chief Operating and Financial Officer and Controller, are
available on our website at www.williams-sonomainc.com. Each is also available in print to any shareholder who
requests it. To date, there have been no waivers that apply to our Chief Executive Officer, Chief Financial
Officer, Controller or persons performing similar functions under our Corporate Code of Conduct. We intend to
disclose any amendment to, or waivers of, the provisions of our Corporate Code of Conduct that affect our Chief
Executive Officer, Chief Financial Officer, Controller or persons performing similar functions by posting such
information on our website at www.williams-sonomainc.com.
CERTIFICATIONS
The certification of our Chief Executive Officer required by the NYSE Listing Standards, Section 303A.12(a),
relating to our compliance with the NYSE Corporate Governance Listing Standards, was submitted to the NYSE
on June 22, 2006. The certifications of our Chief Executive Officer and Chief Financial Officer required by the
SEC in connection with our Annual Report on Form 10-K for the year ended January 29, 2006 were submitted to
the SEC on April 7, 2006 with our Annual Report on Form 10-K.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Our Memphis-based distribution facilities include an operating lease entered into in July 1983 for a distribution
facility in Memphis, Tennessee. The lessor is a general partnership (“Partnership 1”) comprised of W. Howard
Lester, our Chairman of the Board of Directors and Chief Executive Officer and James A. McMahan, a Director
Emeritus, both of whom are significant shareholders. Partnership 1 does not have operations separate from the
leasing of this distribution facility and does not have lease agreements with any unrelated third parties.
Partnership 1 financed the construction of this distribution facility through the sale of a total of $9,200,000 of
industrial development bonds in 1983 and 1985. Annual principal payments and monthly interest payments are
required through maturity in December 2010. The Partnership 1 industrial development bonds are collateralized
by the distribution facility and the individual partners guarantee the bond repayments. As of January 28, 2007,
$1,418,000 was outstanding under the Partnership 1 industrial development bonds.
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