Pottery Barn 2011 Annual Report Download - page 151

Each director nominated in this Proxy Statement was recommended for election to the Board by the Nominations
and Corporate Governance Committee. The Board did not receive any notice of a director nominee
recommendation from any stockholder in connection with this Proxy Statement.
What are the criteria and process of the Nominations and Corporate Governance Committee for identifying and
evaluating nominees for the Board?
Our criteria and process for evaluating and identifying the candidates that we select, or recommend to the Board
for selection, as director nominees are as follows:
• We regularly review the current composition and size of the Board;
• We evaluate the performance of the Board as a whole and evaluate the performance and qualifications of
individual members of the Board eligible for re-election at the Annual Meeting;
• We review the qualifications of any candidates who have been properly recommended by stockholders, as
well as those candidates who have been identified by management, individual members of the Board or, if
we deem appropriate, a search firm. Such review may, in our discretion, include a review solely of
information provided to us or also may include discussions with persons familiar with the candidate, an
interview with the candidate or other actions that we deem appropriate;
• In evaluating the qualifications of candidates for the Board, we consider many factors, including issues of
character, judgment, independence, financial expertise, industry experience, range of experience, other
commitments and the like. We value diversity, but do not assign any particular weight or priority to any
particular factor. We consider each individual candidate in the context of the current perceived needs of
the Board as a whole. While we have not established specific minimum qualifications for director
candidates, we believe that candidates and nominees must be suitable for a Board that is comprised of
directors (i) a majority of whom are independent; (ii) who are of high integrity; (iii) who have
qualifications that will increase the overall effectiveness of the Board; and (iv) who meet the
requirements of all applicable rules, such as financial literacy or financial expertise with respect to Audit
and Finance Committee members;
• In evaluating and identifying candidates, we have the sole authority to retain and terminate any third party
search firm that is used to identify director candidates and the sole authority to approve the fees and
retention terms of any search firm;
• After such review and consideration, we recommend to the Board the slate of director nominees; and
• We endeavor to notify, or cause to be notified, all director candidates of the decision as to whether to
nominate such individual for election to the Board.
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 stockholder, management or
a search firm.
Does the Nominations and Corporate Governance Committee assist the Board in fulfilling its oversight
responsibilities in certain areas of risk?
Yes. 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.
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