Pottery Barn 2011 Annual Report Download - page 105

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(16) Represents the fair market value associated with a restricted stock unit award of 2,372 shares of common stock made
on May 25, 2011, with a fair value as of the grant date of $38.99 per share for an aggregate grant date fair value of
$92,484.
(17) Includes taxable value of discount on merchandise of $2,138.
(18) Includes dividend equivalent payments made with respect to outstanding restricted stock unit awards of $2,344.
(19) Represents the fair market value associated with a restricted stock unit award of 2,583 shares of common stock made
on May 25, 2011, with a fair value as of the grant date of $38.99 per share for an aggregate grant date fair value of
$100,711.
(20) Includes taxable value of discount on merchandise of $2,864.
(21) Includes dividend equivalent payments made with respect to outstanding restricted stock unit awards of $16,948.
(22) Includes taxable value of discount on merchandise of $6,292.
(23) Includes dividend equivalent payments made with respect to an outstanding restricted stock unit award of $1,015.
(24) Represents the fair market value associated with a restricted stock unit award of 2,630 shares of common stock made
on January 23, 2012, with a fair value as of the grant date of $34.97 per share for an aggregate grant date fair value of
$91,971.
(25) Represents a dividend equivalent payment made with respect to an outstanding restricted stock unit award of $579.
(26) Includes taxable value of discount on merchandise of $3,609.
(27) Includes dividend equivalent payments made with respect to outstanding restricted stock unit awards of $20,962.
What is our Board leadership structure?
We currently separate the positions of Chief Executive Officer and Chairman of the Board. Since May 2010,
Adrian D.P. Bellamy, one of our independent directors who previously served as our Lead Independent Director,
has served as our Chairman of the Board.
Separating the positions of Chief Executive Officer and Chairman of the Board maximizes the Board’s
independence and aligns our leadership structure with current trends in corporate governance best practices. Our
Chief Executive Officer is responsible for day-to-day leadership and for setting the strategic direction of the
company, while the Chairman of the Board provides independent oversight and advice to our management team,
and presides over Board meetings.
Do we have a Lead Independent Director?
No. Our Corporate Governance Guidelines provide that in the event that the Chairman of the Board is not an
independent director, the Board shall elect a Lead Independent Director. On May 26, 2010 the Board appointed
Adrian D.P. Bellamy, an independent director, as Chairman of the Board.
What is the Board’s role in overseeing the risk management of the company?
The Board actively manages the company’s risk oversight process and receives regular reports from management
on areas of material risk to the company, including operational, financial, legal and regulatory risks. Our Board
committees assist the Board in fulfilling its oversight responsibilities in certain areas of risk. The Audit and
Finance Committee assists the Board with its oversight of the company’s major financial risk exposures.
Additionally, in accordance with NYSE requirements, the Audit and Finance Committee reviews with
management the company’s major financial risk exposures and the steps management has taken to monitor and
control such exposures, including the company’s risk assessment and risk management policies. The
Compensation Committee assists the Board with its oversight of risks arising from our compensation policies and
programs and assesses on an annual basis potential material risk to the company from its compensation policies
and programs, including incentive and commission plans at all levels. The Nominations and Corporate
Governance Committee assists the Board with its oversight of risks associated with Board organization, Board
independence, succession planning, and corporate governance. While each committee is responsible for
evaluating certain risks and overseeing the management of such risks, the entire Board is regularly informed
through committee reports about such risks.
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