Pottery Barn 2011 Annual Report Download - page 153

• Appoint and/or replace the independent registered public accounting firm, pre-approve all audit and
non-audit services of the independent registered public accounting firm, and assess its qualifications and
independence;
• Review the performance of the company’s internal audit function, the company’s auditing, accounting
and financial reporting procedures, and the company’s independent registered public accounting firm;
• Monitor the company’s compliance with legal and regulatory requirements;
• Monitor the company’s system of internal controls and internal control over financial reporting;
• Retain independent legal, accounting or other advisors when necessary and appropriate;
• Review the financial impact on the company of selected strategic initiatives and selected financing plans,
and develop and recommend policies related to dividend and stock repurchase programs; and
• Review 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.
How did we perform our responsibilities in fiscal 2011?
The Audit and Finance Committee held a total of twelve meetings during fiscal 2011, and we took the following
actions, among other things:
• Reviewed and discussed the company’s audited financial statements for fiscal 2010 and unaudited
quarterly condensed consolidated financial statements for fiscal 2011 with management and Deloitte &
Touche LLP, or Deloitte;
• Reviewed, discussed with management and approved the company’s periodic filings on Forms 10-K and
10-Q;
• Reviewed, discussed with management and approved all company earnings, sales and guidance press
releases;
• Reviewed and discussed the company’s internal control over financial reporting with management and
Deloitte;
• Reviewed and discussed with the company’s internal audit department the company’s internal audit plans,
the significant internal audit reports issued to management and management’s responses;
• Reviewed and approved an amendment of the company’s Policy for Reporting Accounting and Securities
Laws Concerns;
• Met with Deloitte, with and without management present, to discuss the overall quality of the internal and
external audit process and the financial reporting process; and
• Discussed with Deloitte its independence from the company based on the following: (i) our confirmation
that no member of Deloitte’s current or former audit team is or has been employed by the company in a
financial reporting oversight role; (ii) our review of audit and non-audit fees; and (iii) the written
communications from Deloitte as required by PCAOB requirements.
What other matters did we discuss with Deloitte?
During fiscal 2011, we discussed the following other matters, among other things, with Deloitte:
• Deloitte’s responsibilities in connection with the audit of the company’s financial statements and matters
relating to Deloitte’s independence;
• Deloitte’s annual letter describing its internal quality control procedures;
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