Pottery Barn 2010 Annual Report Download - page 242

• Periodically assess the Board’s meeting schedule and evaluate the effectiveness of meeting agendas.
Subsequently prepare recommendations to the Chairman of the Board and Chief Executive Officer
regarding suggested modifications in the schedule of Board meetings and suggested topics to be covered
at future meetings.
• As appropriate, obtain advice and assistance from independent counsel or other advisors, including,
without limitation, any compensation consultant to be used in the evaluation of director compensation.
• Conduct an annual performance evaluation of the Committee.
MEETINGS
The Nominations and Corporate Governance Committee will set its own schedule and will meet
periodically, but not less frequently than at least one (1) time each year. The members of the Committee may
invite the Chief Executive Officer or any other person to attend meetings as appropriate and consistent with this
charter.
MINUTES
The Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes
of the meetings of the Board.
REPORTS
The Committee will report to the Board on a periodic basis and make such recommendations with respect to
any of the above matters as the Committee deems necessary or appropriate.
COMPENSATION
Members of the Committee shall receive such fees, if any, for their service as Committee members as may
be determined by the Board in its sole discretion. Fees may be paid in such form of consideration as is
determined by the Board.
DELEGATION OF AUTHORITY
The Committee may form and delegate authority to subcommittees when appropriate.
F-2