Pottery Barn 2012 Annual Report Download - page 144

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• Oversaw the evaluation of the company’s senior management team;
• Managed the annual Board self-assessment process; and
• Reviewed and recommended updates to the company’s Corporate Governance Guidelines and
Nominations and Corporate Governance Committee Charter.
Who prepared this report?
Members of the Nominations and Corporate Governance Committee, namely Michael R. Lynch,
Adrian D.P. Bellamy, Anthony A. Greener and Lorraine Twohill, prepared this report.
Audit and Finance Committee Report
Who serves on the Audit and Finance Committee?
During fiscal 2012, the Audit and Finance Committee consisted of Adrian T. Dillon, Michael R. Lynch, until
April 20, 2012, Ted W. Hall and after April 20, 2012, Mary Ann Casati. The Board has determined that
Mr. Dillon, who served as Chairman of the Audit and Finance Committee during fiscal 2012, is a “financial
expert” under the SEC rules. The Board has determined that each member of the Audit and Finance Committee is
independent under the NYSE rules, as currently in effect, and Rule 10A-3 of the Securities Exchange Act of
1934, as amended. The Board has also determined that each Audit and Finance Committee member is
“financially literate,” as described in the NYSE rules.
What is the role of the Audit and Finance Committee?
Our role is detailed in the Audit and Finance Committee Charter, which was amended and restated by the Board
on November 9, 2011. The Audit and Finance Committee Charter is available on the company’s website at
www.williams-sonomainc.com and is also available in print to any stockholder who requests it. Specifically, we:
• Oversee the integrity of the company’s financial statements; the qualifications, independence,
performance, retention and compensation of the company’s independent registered public accounting
firm; the performance of the company’s internal audit function; and compliance by the company with
legal and regulatory requirements;
• Prepare the report that the SEC rules require to be included in the company’s annual proxy statement;
• Oversee the financial impact of selected strategic initiatives of the company and review selected
financing, dividend and stock repurchase policies and plans; and
• Oversee the company’s major financial risk exposures and review with management such exposures and
the steps management has taken to monitor and control such exposures.
How do we meet our responsibilities?
We perform the following functions:
• Monitor the integrity of the company’s financial reports, earnings, sales and guidance press releases, and
other company financial information;
• 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;
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