Pottery Barn 2008 Annual Report Download - page 165

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Limitation of Committee’s Role
• While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the
Committee to plan or conduct audits or to determine that the Company’s financial statements and
disclosures are complete and accurate and are in accordance with GAAP and applicable rules and
regulations. These are the responsibilities of management and the independent auditor.
• It is recognized that members of the Committee are not full-time employees of the Company, it is not the
duty or responsibility of the Committee or its members to conduct “field work” or other types of auditing
or accounting reviews or procedures or to set auditor independence standards, and each member of the
Committee shall be entitled to rely on (i) the integrity of those persons and organizations within and
outside the Company from which the Committee receives information and (ii) the accuracy of the
financial and other information provided to the Committee, in either instance absent actual knowledge to
the contrary.
MEETINGS
• The Committee shall keep regular minutes of its meetings. Meetings and actions of the Committee shall
be governed by, and held and taken in accordance with, the provisions of Article III, Section 3.9 of the
Company’s Restated Bylaws.
• The Committee shall meet as often as it determines, but not less frequently than four times per year.
• The Committee shall meet at least annually with management, the internal auditors, and the independent
auditor in separate executive sessions. The Committee may request any officer or employee of the
Company or the Company’s outside counsel or independent auditor to attend a meeting of the Committee
or to meet with any members of, or consultants to, the Committee.
COMPENSATION
Members of the Committee shall receive such fees, if any, for their service as committee members as may
be determined by the Board in its sole discretion. Fees may be paid in such form of consideration as is
determined by the Board.
C-5
Exhibits