Pottery Barn 2007 Annual Report Download - page 138

services, which included consultation for the preparation of our federal, state and local tax returns; and
(ii) $9,500 for fiscal 2007 and $0 for fiscal 2006 for tax consulting services.
All Other Fees
Deloitte did not bill us for any other services for fiscal 2007 and fiscal 2006.
What is our policy regarding pre-approval of audit and non-audit services performed by Deloitte?
All services performed by Deloitte, whether audit or non-audit services, must be pre-approved by us or a designated
member of our committee, whose decisions must be reported to us at our next meeting. Pre-approval must be
obtained before Deloitte performs the services but cannot be obtained more than one year before performance
begins. Approval can be for general classes of permitted services such as annual audit services or tax consulting
services. The permitted services, the dates of the engagement and the estimated fees for such services, must be
approved by the Audit and Finance Committee in accordance with these procedures before performance begins.
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 Chief 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 May 30, 2007. 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 28, 2007 were submitted to
the SEC on March 29, 2007 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 February 3, 2008,
$929,000 was outstanding under the Partnership 1 industrial development bonds.
We made annual rental payments in fiscal 2007, fiscal 2006 and fiscal 2005 of approximately $618,000, plus
interest on the bonds calculated at a variable rate determined monthly (approximately 3.4% as of February 3,
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