Pottery Barn 2007 Annual Report Download - page 133

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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.
COMMITTEE REPORTS
The following reports by our Compensation Committee, Nominations and Corporate Governance Committee and
Audit and Finance Committee covering fiscal 2007 shall not be deemed to be (i) “soliciting material,” (ii) “filed”
with the SEC, (iii) subject to Regulations 14A or 14C of the Securities Exchange Act of 1934, as amended, or
(iv) subject to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended. The reports shall
not be deemed incorporated by reference into any of our other filings under the Securities Exchange Act of 1934,
as amended, or the Securities Act of 1933, as amended, except to the extent we specifically incorporate them by
reference into such filing.
Compensation Committee Report
The Compensation Committee has reviewed and discussed the foregoing Compensation Discussion and Analysis
with management. Based on our review and discussion with management, we have recommended to the Board of
Directors that the Compensation Discussion and Analysis be included in this proxy statement and in the
company’s Annual Report on Form 10-K for fiscal 2007.
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, Sanjiv Ahuja, Adrian D.P.
Bellamy and David B. Zenoff from January 29, 2007 to May 16, 2007. From May 16, 2007 through September 6,
2007, the Nominations and Corporate Governance Committee consisted of Mr. Lynch, Mr. Bellamy and
Mr. Zenoff. Since September 6, 2007, the Nominations and Corporate Governance Committee has consisted of
Mr. Lynch, Mr. Bellamy, Anthony A. Greener and Mr. Zenoff. 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 15, 2006. The Nominations and Corporate Governance Committee Charter is
available on the company’s website at www.williams-sonomainc.com and is attached to this Proxy Statement as
Exhibit B. 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 and the categorical standards of independence applicable to the
company’s outside directors;
• 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.
43
Proxy