Pottery Barn 2007 Annual Report Download - page 135

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• 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.
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 2007?
The Nominations and Corporate Governance Committee held a total of eight meetings during fiscal 2007, and we
took the following actions, among other things:
• Evaluated potential candidates to serve as new independent members of the Board;
• 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;
• Reviewed and evaluated the performance of the company’s Chief Executive Officer; and
• Evaluated the effectiveness of Board meeting agendas and suggested topics to be covered at future
meetings.
Who prepared this report?
Members of the Nominations and Corporate Governance Committee, Michael R. Lynch, Adrian D.P. Bellamy,
Anthony A. Greener 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 Adrian T. Dillon, Michael R. Lynch and Richard T. Robertson
from January 29, 2007 to May 16, 2007. From May 16, 2007 to September 6, 2007, the Audit and Finance
Committee consisted of Mr. Dillon, Anthony A. Greener, Mr. Lynch and Mr. Robertson. From September 6,
2007 to November 1, 2007, the Audit and Finance Committee consisted of Mr. Dillon, Mr. Lynch and
Mr. Robertson. Since November 1, 2007, the Audit and Finance Committee has consisted of Mr. Dillon, Ted W.
Hall, Mr. Lynch and Mr. Robertson. Mr. Dillon qualifies as a “financial expert” under the SEC rules and served
as Chairman of the Audit and Finance Committee during fiscal 2007. 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 November 1, 2007. The Audit and Finance Committee Charter is available on the company’s website at
45
Proxy