Pottery Barn 2009 Annual Report Download - page 157

• Review the performance of the company’s internal audit function, the company’s auditing, accounting
and financial reporting procedures, and the company’s independent registered public accounting firm;
• Monitor the company’s compliance with legal and regulatory requirements;
• Monitor the company’s system of internal controls and internal control over financial reporting;
• Retain independent legal, accounting or other advisors when necessary and appropriate; and
• Review the financial impact on the company of selected strategic initiatives and selected financing plans,
and develop and recommend policies related to dividend and stock repurchase programs.
How did we perform our responsibilities in fiscal 2009?
The Audit and Finance Committee held a total of eight meetings during fiscal 2009, and we took the following
actions, among other things:
• Reviewed and discussed the company’s audited financial statements for fiscal 2009 and unaudited
quarterly condensed consolidated financial statements for fiscal 2009 with management and Deloitte;
• Reviewed and discussed the company’s periodic filings on Forms 10-K and 10-Q with management;
• Reviewed and discussed all company earnings, sales and guidance press releases with management;
• Reviewed and discussed the company’s internal control over financial reporting with management and
Deloitte;
• Reviewed and discussed with the company’s internal audit department, the company’s internal audit
plans, the significant internal audit reports issued to management and management’s responses;
• Met with Deloitte, with and without management present, to discuss the overall quality of the internal and
external audit process and the financial reporting process; and
• Discussed with Deloitte its independence from the company based on the following: (i) our confirmation
that no member of Deloitte’s current or former audit team is or has been employed by the company in a
financial reporting oversight role; (ii) our review of audit and non-audit fees; and (iii) the written
communications from Deloitte as required by PCAOB requirements.
What other matters did we discuss with Deloitte?
During fiscal 2009, we discussed the following other matters, among other things, with Deloitte:
• Deloitte’s responsibilities in connection with the audit of the company’s financial statements and matters
relating to Deloitte’s independence;
• Deloitte’s annual letter describing internal quality control procedures;
• The company’s internal control over financial reporting;
• Any significant issues arising during the audit and any other matters relating to the conduct of the audit of
the company’s financial statements; and
• Matters required to be discussed pursuant to relevant PCAOB and SEC requirements, including the
quality of the company’s accounting principles, the soundness of significant judgments and the clarity of
disclosures in the company’s financial statements.
Did we review the fees billed by Deloitte for fiscal 2009?
Yes. We reviewed and discussed the fees billed by Deloitte for services in fiscal 2009, which are described in
detail below. We determined that the provision of non-audit services was compatible with Deloitte’s
independence.
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