Pottery Barn 2010 Annual Report Download - page 113

Committee and Members Functions of Committee
Number of
Meetings in
Fiscal 2010
Nominations and Corporate
Governance:
Michael R. Lynch, Chairman
Adrian D.P. Bellamy
Anthony A. Greener
David B. Zenoff
• Reviews and recommends corporate governance policies;
• Identifies and makes recommendations for nominees for
director and considers criteria for selecting director
candidates;
• Considers shareholders’ director nominations;
• Reviews and determines our compensation policy for our
non-employee directors;
• Considers resignation offers of director nominees and
recommends to the Board the action to be taken with
respect to each such offered resignation; and
• Evaluates the performance of our Chief Executive Officer
and oversees the evaluation of the performance of our
management and our Board.
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Will our Nominations and Corporate Governance Committee consider nominees recommended by
shareholders?
Yes. Our Nominations and Corporate Governance Committee will consider nominees recommended by
shareholders, provided that such nominees are submitted pursuant to the procedures and timelines described in
the “Nominations and Corporate Governance Committee Report” and “Shareholder Proposals” sections of this
Proxy Statement.
Are there any disclosures relating to Compensation Committee interlocks and insider participation?
In fiscal 2010, Messrs. Bellamy, Greener, Hall and Robertson served as members of the Compensation
Committee. During fiscal 2010, none of our executive officers served as a member of the board of directors or
compensation committee of any entity that has one or more executive officers serving as a member of our Board
or Compensation Committee.
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Proxy