Pottery Barn 2011 Annual Report Download - page 112
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What is our Director Emeritus program, and when was it initiated?
In 2003, we initiated our Director Emeritus program for directors who have, in the opinion of the Board,
provided long and meritorious service as members of the Board. Individuals who accept appointment to the
position of Director Emeritus agree to provide advisory and consulting services on such business matters as the
Board may determine. By standing invitation from the Board, these individuals may attend meetings of the
Board, but do not vote on Board matters.
Information regarding Director Emeritus
The following table sets forth information, as of March 26, 2012, with respect to our Director Emeritus:
Director Emeritus
Director
Emeritus
Since Positions with the Company and Business Experience
Charles E. Williams .......
Age 96
2003 • Director, 1973 – 2003
• Vice Chairman, 1986 – 2003
• Founder
What are the committees of our Board?
Our Board has the following committees, with the following members as of March 26, 2012:
Committee and Members Functions of Committee
Number of
Meetings in
Fiscal 2011
Audit and Finance:
Adrian T. Dillon, Chairman
Ted W. Hall
Michael R. Lynch
• Assists our Board in its oversight of the integrity of our
financial statements; the qualifications, independence,
retention and compensation of our independent registered
public accounting firm; the performance of our internal
audit function; and our compliance with legal and
regulatory requirements;
• Prepares the report that the SEC rules require to be
included in our annual proxy statement;
• Reviews the financial impact of selected strategic
initiatives, and reviews and recommends for Board
approval selected financing, dividend and stock
repurchase policies and plans; and
• Assists the Board with its oversight of our major financial
risk exposures, and reviews with management such
exposures and the steps management has taken to monitor
and control such exposures.
12
Compensation:
Adrian D.P. Bellamy, Chairman
Anthony A. Greener
Ted W. Hall
• Reviews and determines our executive officers’
compensation;
• Reviews and determines our general compensation goals
and guidelines for our employees;
• Administers certain of our compensation plans and
provides assistance and recommendations with respect to
other compensation plans;
• Reviews the compensation discussion and analysis report
that the SEC rules require to be included in our annual
proxy statement; and
• Assists the Board with its oversight of risk arising from
our compensation policies and programs, and assesses on
an annual basis potential material risk from our
compensation policies and programs.
5
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