Pottery Barn 2008 Annual Report Download - page 159

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EXHIBIT B
WILLIAMS-SONOMA, INC.
NOMINATIONS AND CORPORATE GOVERNANCE COMMITTEE CHARTER
(as amended and restated on March 15, 2006)
PURPOSE
The Nominations and Corporate Governance Committee (the “Committee”) of the Board of Directors (the
“Board”) of Williams-Sonoma, Inc. (the “Company”) acts on behalf of and with the concurrence of the Board
with respect to matters relating to the composition and membership of the Board and the Board’s governance
responsibilities.
COMPOSITION
The Committee shall be comprised entirely of independent members of the Company’s Board. The exact
number of members of the Committee shall be fixed and may be changed from time to time by resolution duly
adopted by the Board. The members of the Committee shall be appointed by the Board. Committee members
may be removed or replaced by the Board.
The members of the Committee shall meet the independence requirements of the New York Stock Exchange
and the Securities and Exchange Commission.
COMMITTEE PURPOSE AND RESPONSIBILITIES
The Committee’s primary purpose and responsibilities are to:
• In consultation with the Chairman of the Board, periodically review and recommend to the Board suitable
revisions to the Board’s guidelines on corporate governance, which are updated periodically.
• Annually consider and review with the Board the appropriate skills and characteristics required of
prospective Board members in light of the then-current composition of the Board.
• Identify individuals qualified to become Board members, consistent with criteria approved by the Board.
• Assist the Chairman of the Board and the Board in general with screening potential Board candidates,
meet with potential Board candidates and, as appropriate, participate in the recruitment of potential Board
members, consistent with the procedures prescribed by the Board’s guidelines on corporate governance.
• As appropriate, use its sole authority to retain and terminate any search firm to be used to identify director
candidates, including its sole authority to approve the search firm’s fees and other retention terms.
• Select, or recommend that the Board select, the director nominees for the next annual meeting of
shareholders.
• Consider director nominees recommended and properly submitted by the Company’s shareholders in
accordance with the Committee’s Shareholder Recommendations Policy.
• Annually evaluate the performance of the Company’s Chief Executive Officer, annually oversee
evaluation of the performance of the Board and the Company’s management and provide a report with
respect to this performance to the members of the Board, together with recommended performance
enhancements.
• Periodically assess the Board’s meeting schedule and evaluate the effectiveness of meeting agendas.
Subsequently prepare recommendations to the Chairman of the Board and Chief Executive Officer
regarding suggested modifications in the schedule of Board meetings and suggested topics to be covered
at future meetings.
• Conduct an annual performance evaluation of the Committee.
B-1
Exhibits