Pottery Barn 2008 Annual Report Download - page 161

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EXHIBIT C
WILLIAMS-SONOMA, INC.
AUDIT AND FINANCE COMMITTEE CHARTER
(as amended and restated on March 20, 2009)
PURPOSE
The Audit and Finance Committee (the “Committee”) is created by the Board of Directors (the “Board”) of
Williams-Sonoma, Inc. (the “Company”) to:
• Oversee:
• the integrity of the financial statements of the Company;
• the qualifications, independence, performance and retention of the Company’s independent
registered public accounting firm (“independent auditor”);
• the performance of the Company’s internal audit function; and
• compliance by the Company with legal and regulatory requirements;
• Prepare the Committee report that the Securities and Exchange Commission (the “SEC”) rules require to
be included in the Company’s annual proxy statement; and
• Review the financial impact of selected strategic initiatives of the Company, and review and recommend
for Board approval selected financing, dividend and stock repurchase policies and plans.
COMPOSITION
The Committee shall be comprised of not less than three independent members of the Company’s Board.
Subject to the foregoing, 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. Committee members shall not simultaneously serve
on the audit committees of more than two other public companies. The members of the Committee shall be
appointed by the Board on the recommendation of the Nominations and Corporate Governance Committee.
Committee members may be replaced by the Board. Unless a Chair is appointed by the full Board, the members
of the Committee may designate a Chair by majority vote of the full Committee membership.
The members of the Committee shall meet the independence and experience requirements of the New York
Stock Exchange, Section 10A(m)(3) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules
and regulations of the SEC. Each member of the Committee must be financially literate, as such qualification is
interpreted by the Company’s Board, or must become financially literate within a reasonable period of time after
his or her appointment to the Committee. At least one member of the Committee shall have accounting or related
financial management expertise, as the Company’s Board interprets such qualification in its business judgment.
COMMITTEE AUTHORITY AND RESPONSIBILITIES
• The Committee shall be directly responsible for the appointment, compensation, retention and oversight
of the work of (including resolution of disagreements between management and the independent auditor
regarding financial reporting) any registered public accounting firm engaged for the purpose of preparing
or issuing an audit report or performing other audit, review or attestation services. The independent
auditor shall report directly to the Committee.
• The Committee shall pre-approve all auditing services and permitted non-audit services (including the
fees and terms for those services) to be performed for the Company by its independent auditor, subject to
the de minimus exceptions for non-audit services described in Section 10A(i)(1)(B) of the Exchange Act,
which services are approved by the Committee prior to the completion of the audit.
C-1
Exhibits