Pottery Barn 2011 Annual Report Download - page 155

condensed consolidated financial statements included in our quarterly reports on Form 10-Q. Fees for audit
services billed also consisted of fees for the assessment of the company’s internal control over financial reporting
as required by Section 404 of the Sarbanes-Oxley Act of 2002.
Audit-Related Fees
Deloitte billed approximately $84,000 for fiscal 2011 and $76,000 for fiscal 2010 for audit-related services.
Audit-related services included: (i) the audit of our 401(k) plan; (ii) the audit of the statutory report in Puerto
Rico; and (iii) the review of our Forms S-8.
Tax Fees
Deloitte billed a total of approximately $117,000 for fiscal 2011 and $105,000 for fiscal 2010 for tax services.
Tax services included approximately: (i) $67,000 for fiscal 2011 and $64,000 for fiscal 2010 for tax compliance
services, which included consultation for the preparation of our federal, state and local tax returns; and
(ii) $50,000 for fiscal 2011 and $41,000 for fiscal 2010 for tax consulting services.
All Other Fees
Deloitte billed a total of approximately $72,000 for fiscal 2011 and $2,000 for fiscal 2010 for all other fees. All
other fees consisted of acquisition consulting fees, sustainability consulting fees, human resource integration fees
and license fees related to the use of Deloitte’s on-line accounting research tool.
What is our policy regarding pre-approval of audit and non-audit services performed by Deloitte?
All services performed by Deloitte, whether audit or non-audit services, must be pre-approved by us or a
designated member of the Audit and Finance Committee, whose decisions must be reported to us at our next
meeting. Pre-approval must be obtained before Deloitte performs the services but cannot be obtained more than
one year before performance begins. Approval can be for general classes of permitted services such as annual
audit services or tax consulting services. The permitted services, the dates of the engagement and the estimated
fees for such services, must be approved by the Audit and Finance Committee in accordance with these
procedures before performance begins.
CORPORATE GOVERNANCE GUIDELINES AND CORPORATE CODE OF CONDUCT
Our Corporate Governance Guidelines and our Corporate Code of Conduct, which applies to all of our
employees, including our Chief Executive Officer, Acting Chief Financial Officer and Controller, are available
on our website at www.williams-sonomainc.com. Copies of our Corporate Governance Guidelines and our
Corporate Code of Conduct are also available upon written request and without charge to any stockholder by
writing to: Williams-Sonoma, Inc., Attention: Corporate Secretary, 3250 Van Ness Avenue, San Francisco,
California 94109. To date, there have been no waivers that apply to our Chief Executive Officer, Acting Chief
Financial Officer, Controller or persons performing similar functions under our Corporate Code of Conduct. We
intend to disclose any amendment to, or waivers of, the provisions of our Corporate Code of Conduct that affect
our Chief Executive Officer, Acting Chief Financial Officer, Controller or persons performing similar functions
by posting such information on our website at www.williams-sonomainc.com.
CERTIFICATIONS
The certification of our Chief Executive Officer required by the NYSE Listing Standards, Section 303A.12(a),
relating to our compliance with the NYSE Corporate Governance Listing Standards, was submitted to the NYSE
on June 21, 2011. The certifications of our Chief Executive Officer and Acting Chief Financial Officer required
by the SEC in connection with our Annual Report on Form 10-K for the year ended January 29, 2012 were
submitted to the SEC on March 29, 2012 with our Annual Report on Form 10-K.
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