Pottery Barn 2008 Annual Report Download - page 142

Each director nominated in this Proxy Statement was recommended for election to the Board by the Nominations
and Corporate Governance Committee. The Board did not receive any notice of a director nominee
recommendation from any shareholder in connection with this Proxy Statement.
What is the criteria and process of the Nominations and Corporate Governance Committee for identifying and
evaluating nominees for the Board?
Our criteria and process for evaluating and identifying the candidates that we select, or recommend to the Board
for selection, as director nominees are as follows:
• We regularly review the current composition and size of the Board;
• We evaluate the performance of the Board as a whole and evaluate the performance and qualifications of
individual members of the Board eligible for re-election at the Annual Meeting;
• We review the qualifications of any candidates who have been properly recommended by the
shareholders, as well as those candidates who have been identified by management, individual members
of the Board or, if we deem appropriate, a search firm. Such review may, in our discretion, include a
review solely of information provided to us or also may include discussions with persons familiar with
the candidate, an interview with the candidate or other actions that we deem proper;
• In evaluating the qualifications of candidates for the Board, we consider many factors, including issues of
character, judgment, independence, diversity, financial expertise, industry experience, range of
experience, other commitments and the like. We evaluate such factors, among others, and do not assign
any particular weight or priority to any of these factors. We consider each individual candidate in the
context of the current perceived needs of the Board as a whole. While we have not established specific
minimum qualifications for director candidates, we believe that candidates and nominees must reflect a
Board that is comprised of directors (i) a majority of whom are independent; (ii) who are of high
integrity; (iii) who have qualifications that will increase the overall effectiveness of the Board; and
(iv) who meet other requirements as may be required by applicable rules, such as financial literacy or
financial expertise with respect to Audit and Finance Committee members;
• 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 2008?
The Nominations and Corporate Governance Committee held a total of five meetings during fiscal 2008, 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;
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