Pottery Barn 2009 Annual Report Download - page 154

Who prepared this the Compensation Committee Report?
Members of the Compensation Committee, Adrian D.P. Bellamy, Richard T. Robertson, Anthony A. Greener and
Ted W. Hall, prepared the Compensation Committee Report after reviewing the Compensation Discussion and
Analysis, which was prepared by management and is a management report.
Nominations and Corporate Governance Committee Report
Who serves on the Nominations and Corporate Governance Committee?
The Nominations and Corporate Governance Committee consisted of Michael R. Lynch, Adrian D.P. Bellamy,
Anthony A. Greener and David B. Zenoff during fiscal 2009. Mr. Lynch serves as Chairman of the Nominations
and Corporate Governance Committee. The Board has determined that each current member of the Nominations
and Corporate Governance Committee is independent under the NYSE rules, as currently in effect. Each current
member of the Nominations and Corporate Governance Committee is a non-employee director.
What is the role of the Nominations and Corporate Governance Committee?
Our role is detailed in the Nominations and Corporate Governance Committee Charter, which was amended and
restated by the Board on January 25, 2010. The Nominations and Corporate Governance Committee Charter is
available on the company’s website at www.williams-sonomainc.com and is attached to this Proxy Statement as
Exhibit D. The Nominations and Corporate Governance Committee Charter is also available in print to any
shareholder who requests it. Specifically, we:
• Periodically review and recommend to the Board suitable revisions to the corporate governance
guidelines applicable to the company and the categorical standards of independence applicable to the
company’s outside directors;
• Annually consider and review with the Board criteria for selecting new director candidates, identify
individuals qualified to become Board members and periodically assist in screening and evaluating
director candidates;
• Consider director nominations from shareholders; and
• Annually evaluate the performance of the company’s Chief Executive Officer and oversee the evaluation
of the performance of the company’s management and the Board.
Does the Nominations and Corporate Governance Committee have a policy with regard to the consideration of
director candidates recommended by shareholders?
We adopted a Shareholder Recommendations Policy on March 16, 2004. It is our policy to consider
recommendations for candidates to the Board from shareholders holding no fewer than 500 shares of the
company’s common stock continuously for at least six months prior to the date of the submission of the
recommendation.
What are the procedures to be followed by shareholders in submitting recommendations of director candidates to
the Nominations and Corporate Governance Committee?
The Nominations and Corporate Governance Committee will consider suggestions from shareholders regarding
possible director candidates for election at next year’s Annual Meeting. A shareholder that desires to recommend
a candidate for election to the Board shall direct the recommendation in writing to Williams-Sonoma, Inc.,
Attention: Secretary, 3250 Van Ness Avenue, San Francisco, California 94109. The recommendation must
include: (i) the candidate’s name, home and business contact information; (ii) detailed biographical data and
qualifications of the candidate; (iii) information regarding any relationships between the candidate and the
company within the last three years; (iv) evidence of the recommending person’s ownership of company
common stock; (v) a statement from the recommending shareholder in support of the candidate; and (vi) a
written indication by the candidate of his or her willingness to serve if elected. A shareholder that desires to
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