Pottery Barn 2013 Annual Report Download - page 100
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The following table sets forth the members of each committee as of March 31, 2014, the functions of each
committee, and the number of meetings held during fiscal 2013.
Committee and Members Functions of Committee
Number of
Meetings in
Fiscal 2013
Audit and Finance:
Adrian T. Dillon, Chairman
Mary Ann Casati
Michael R. Lynch
• Assists our Board in its oversight of the integrity of our
financial statements; the qualifications, independence,
retention and compensation of our independent registered
public accounting firm; the performance of our internal
audit function; and our compliance with legal and
regulatory requirements;
• Prepares the report that the SEC rules require to be
included in our annual proxy statement;
• Reviews the financial impact of selected strategic
initiatives, and reviews and recommends for Board
approval selected financing, dividend and stock repurchase
policies and plans; and
• Assists the Board with its oversight of our major financial
risk exposures, and reviews with management such
exposures and the steps management has taken to monitor
and control such exposures.
12
Compensation:
Adrian D.P. Bellamy, Chairman
Rose Marie Bravo
Anthony A. Greener
Ted W. Hall
Lorraine Twohill
• Reviews and determines our executive officers’ compensation;
• Reviews and determines our general compensation goals
and guidelines for our employees;
• Administers certain of our compensation plans and
provides assistance and recommendations with respect to
other compensation plans;
• Reviews the compensation discussion and analysis report
that the SEC rules require to be included in our annual
proxy statement;
• Assists the Board with its oversight of risk arising from our
compensation policies and programs, and assesses on an
annual basis potential material risk from our compensation
policies and programs; and
• Appoints, sets the compensation of, and determines
independence of any compensation consultant or other
advisor retained.
5
Nominations and Corporate
Governance:
Michael R. Lynch, Chairman
Adrian D.P. Bellamy
Anthony A. Greener
Lorraine Twohill
• Reviews and recommends corporate governance policies;
• Identifies and makes recommendations for nominees for
director and considers criteria for selecting director
candidates;
• Considers stockholders’ director nominations and
proposals;
• Reviews and determines our compensation policy for our
non-employee directors;
• Considers resignation offers of director nominees and
recommends to the Board the action to be taken with
respect to each such offered resignation; and
• Oversees the evaluation of our Board and our senior
management team.
4
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