Pottery Barn 2010 Annual Report Download - page 178

There are no differences in the manner in which the Nominations and Corporate Governance Committee
evaluates nominees for director based on whether the nominee is recommended by a shareholder, management or
a search firm.
How did we perform our responsibilities in fiscal 2010?
The Nominations and Corporate Governance Committee held a total of seven meetings during fiscal 2010, and
we took the following actions, among other things:
• Evaluated the current composition of the Board, and considered desired skill sets, qualities and
experience for potential future Board members, as well as potential candidates;
• Engaged Spencer Stuart, a third party search firm, to identify qualified director candidates to further
increase the diversity and independence of the Board;
• 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 2010 Proxy Statement;
• Reviewed and evaluated the performance of the company’s Chief Executive Officer;
• Reviewed and updated the company’s Corporate Governance Guidelines; and
• Considered and recommended to the Board the adoption of a majority voting policy applicable in
uncontested director elections.
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 2010. The Board has determined that Mr. Dillon, who served as Chairman of the Audit
and Finance Committee during fiscal 2010, is a “financial expert” under the SEC rules. 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 G. 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.
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