Pottery Barn 2010 Annual Report Download - page 176

Internal Revenue Code and was a non-employee director under Section 16(b) of the Securities Exchange Act of
1934. None of the committee members has ever served as an officer of the company.
The Compensation Committee has reviewed and discussed the above Compensation Discussion and Analysis
with management. Based on our review and discussion with management, we have recommended to the Board of
Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and in the
company’s Annual Report on Form 10-K for fiscal 2010.
Who prepared this 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 2010. 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 27, 2011. 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 F. 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;
• Review, make recommendations to the Board regarding, and approve, as appropriate, the compensation
policy for non-employee directors of the company;
• Consider the resignation offer of any nominee for director who, in an uncontested election, receives a
majority of withheld votes, and recommend to the Board the action it deems appropriate to be taken with
respect to each such offered resignation in accordance with the company’s majority voting policy; 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.
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