Pottery Barn 2013 Annual Report Download - page 101

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Audit and Finance Committee
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 determined that Mr. Dillon, who serves as Chairman of the Audit and Finance Committee, is a
“financial expert” under the SEC rules. The Board has also determined that each Audit and Finance Committee
member is “financially literate,” as described in the NYSE rules.
Compensation Committee
The Board has determined that each member of the Compensation Committee is independent under the NYSE
rules, as currently in effect, is an outside director as such term is defined with respect to Section 162(m) of the
Internal Revenue Code and is a non-employee director under Section 16(b) of the Securities Exchange Act of
1934. None of the Compensation Committee members have ever served as an officer of the Company.
Compensation Committee Interlocks and Insider Participation
Mr. Bellamy, Ms. Bravo, Mr. Greener, Mr. Hall and Ms. Twohill served as members of the Compensation
Committee throughout fiscal 2013. During fiscal 2013, none of our executive officers served as a member of the
board of directors or compensation committee of any entity that has one or more executive officers serving as a
member of our Board or Compensation Committee.
Nominations and Corporate Governance Committee
The Board has determined that each member of the Nominations and Corporate Governance Committee is
independent under the NYSE rules currently in effect. Each member of the Nominations and Corporate
Governance Committee is a non-employee director.
During fiscal 2013, in furtherance of the Nominations and Corporate Governance Committee’s functions, the
Committee took the following actions, among other things:
• Evaluated the composition of the committees of the Board;
• Considered and recommended to the Board the submission to stockholders of the director nominees
described in the company’s 2013 Proxy Statement;
• Managed the annual Board self-assessment process; and
• Reviewed compensation for the Chairman of the Board.
Director Nominations
The Nomination and Corporate Governance Committee’s criteria and process for evaluating and identifying the
candidates that it selects, or recommends to the Board for selection, as director nominees are as follows:
• The Nominations and Corporate Governance Committee periodically reviews the current composition and
size of the Board;
• The Nominations and Corporate Governance Committee manages the annual self-assessment of the
Board as a whole and considers the performance and qualifications of individual members of the Board
when recommending individuals for election or re-election to the Board;
• The Nominations and Corporate Governance Committee reviews the qualifications of any candidates who
have been properly recommended by stockholders, as well as those candidates who have been identified
by management, individual members of the Board or, if it deems appropriate, a search firm. Such review
may, in the Nominations and Corporate Governance Committee’s discretion, include a review solely of
information provided to it or also may include discussions with persons familiar with the candidate, an
interview with the candidate or other actions that the Nominations and Corporate Governance Committee
deems appropriate;
9
Proxy