Pottery Barn 2009 Annual Report Download - page 156

• Evaluated the composition of, and recommended assignments for, the committees of the Board;
• Considered and recommended to the Board the submission to shareholders of the director nominees
described in the company’s 2009 Proxy Statement;
• Reviewed and evaluated the performance of the company’s Chief Executive Officer; and
• Considered and recommended to the Board the creation of a Lead Independent Director position and the
appointment of Adrian D.P. Bellamy as Lead Independent Director;
• Approved a Lead Independent Director Charter and amendments to the Corporate Governance Guidelines
regarding the position of Lead Independent Director; and
• Considered and recommended to the Board a form of indemnification agreement for the directors and
executive officers of the company.
Who prepared this report?
Members of the Nominations and Corporate Governance Committee, namely Michael R. Lynch, Adrian D.P.
Bellamy, Anthony A. Greener and David B. Zenoff, prepared this report.
Audit and Finance Committee Report
Who serves on the Audit and Finance Committee?
The Audit and Finance Committee consisted of Adrian T. Dillon, Ted W. Hall, Michael R. Lynch and Richard T.
Robertson during fiscal 2009. Mr. Dillon qualifies as a “financial expert” under the SEC rules and served as
Chairman of the Audit and Finance Committee during fiscal 2009. The Board has determined that each member
of the Audit and Finance Committee is independent under the NYSE rules, as currently in effect, and Rule 10A-3
of the Securities Exchange Act of 1934, as amended. The Board has also determined that each Audit and Finance
Committee member is “financially literate,” as described in the NYSE rules.
What is the role of the Audit and Finance Committee?
Our role is detailed in the Audit and Finance Committee Charter, which was amended and restated by the Board
on March 20, 2009. The Audit and Finance Committee Charter is available on the company’s website at
www.williams-sonomainc.com and is attached to this Proxy Statement as Exhibit E. The Audit and Finance
Committee Charter is also available in print to any shareholder who requests it. Specifically, we:
• Oversee the integrity of the company’s financial statements; the qualifications, independence,
performance and retention of the company’s independent registered public accounting firm; the
performance of the company’s internal audit function; and compliance by the company with legal and
regulatory requirements;
• Prepare the report that the SEC rules require to be included in the company’s annual proxy statement; and
• Oversee the financial impact of selected strategic initiatives of the company and review selected
financing, dividend and stock repurchase policies and plans.
How do we meet our responsibilities?
We perform the following functions:
• Monitor the integrity of the company’s financial reports, earnings, sales and guidance press releases, and
other company financial information;
• Appoint and/or replace the independent registered public accounting firm, pre-approve all audit and
non-audit services of the independent registered public accounting firm, and assess its qualifications and
independence;
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