Pottery Barn 2012 Annual Report Download - page 145

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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 2012?
The Audit and Finance Committee held a total of 11 meetings during fiscal 2012, and we took the following
actions, among other things:
Reviewed and discussed the company’s audited financial statements for fiscal 2011 and unaudited
quarterly condensed consolidated financial statements for fiscal 2012 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;
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 2012, 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;
The company’s internal control over financial reporting;
Any significant issues arising during the audit and any other matters relating to the conduct of the audit of
the company’s financial statements; and
Matters required to be discussed pursuant to relevant PCAOB and SEC requirements, including the
quality of the company’s accounting principles, the soundness of significant judgments and the clarity of
disclosures in the company’s financial statements.
Did we review the fees billed by Deloitte for fiscal 2012?
Yes. We reviewed and discussed the fees billed by Deloitte for services in fiscal 2012, which are described in
detail below. We determined that the provision of non-audit services was compatible with Deloitte’s
independence.
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