Pottery Barn 2008 Annual Report Download - page 164

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Oversight of the Company’s Information Technology Systems to Support the Company’s Internal
Controls
• Review with the senior information technology executive and the Company’s Chief Financial Officer at
least once each year the sufficiency of company systems to support effective internal controls and any
recommended changes in the information technology department’s priorities and projects planned for
improving such systems.
• Review reports to management, if any, prepared by the Company’s information technology department
relating to systems’ integrity and security, and subsequent follow-up on the responses.
Compliance Oversight Responsibilities
• Obtain from the independent auditor assurance that Section 10A(b) of the Exchange Act (relating to audit
discoveries of illegal acts) has not applied.
• Obtain reports from management, the Company’s senior internal auditing executive and the independent
auditor that the Company and its subsidiary/foreign affiliated entities are in conformity with applicable
legal requirements and the Company’s Code of Conduct and Ethics Policy. Review reports and
disclosures of insider and affiliated party transactions. Advise the Board with respect to the Company’s
policies and procedures regarding compliance with applicable laws and regulations and with the
Company’s Code of Conduct and Ethics Policy.
• Establish procedures for the receipt, retention and treatment of complaints received by the Company
regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous
submission by employees of concerns regarding questionable accounting or auditing matters.
• Discuss with management and the independent auditor any correspondence with regulators or
governmental agencies and any published reports which raise material issues regarding the Company’s
financial statements or accounting policies.
• Discuss with the Company’s General Counsel legal matters that may have a material impact on the
financial statements or the Company’s compliance policies.
Oversight of Strategic Initiatives
• As it deems appropriate, review the estimated financial impact on the Company of selected proposed
strategic initiatives.
Dividend Policy and Share Repurchases
• As it deems appropriate, review and approve dividend policies developed by management, and
recommend for approval by the Board dividend payments to be made to the Company’s shareholders.
• As it deems appropriate, monitor and recommend to the Board the adoption, implementation and
continuation of the Company’s stock repurchase programs.
Financings and Borrowings
• As it deems appropriate, review the terms and conditions of material financing plans, including the
issuance of securities or corporate borrowings, and make recommendations to the Board on such
financings.
Qualified Legal Compliance Committee
• Act as the Company’s Qualified Legal Compliance Committee (“QLCC”) for the purposes of internal and
external attorney reporting under SEC rules. The Committee also shall establish procedures for
confidential receipt, retention and consideration of any attorney report to the QLCC.
C-4