Pottery Barn 2013 Annual Report Download - page 113

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PROPOSAL 3
RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
This is a proposal asking stockholders to ratify the selection of Deloitte & Touche LLP, or Deloitte, as our
independent registered public accounting firm for the fiscal year ending February 1, 2015. The Audit and Finance
Committee selected Deloitte as our independent registered public accounting firm for the fiscal year ending
February 1, 2015, subject to ratification by our stockholders. Although stockholder ratification of our
independent registered public accounting firm is not required by law, as a matter of corporate governance, we are
requesting that our stockholders ratify such selection.
A Deloitte representative will be present at the Annual Meeting, and will have the opportunity to make a
statement and to respond to appropriate questions.
Deloitte Fees and Services
Deloitte has audited our financial statements for the last 34 years. Based in part upon information provided by
Deloitte, the Audit and Finance Committee determined that Deloitte is independent under applicable
independence standards. The Audit and Finance Committee has reviewed and discussed the fees billed by
Deloitte for services in fiscal 2013, as detailed below, and determined that the provision of non-audit services
was compatible with Deloitte’s independence.
Deloitte provided the company with the following services:
Audit Fees
Deloitte billed approximately $1,608,000 for fiscal 2013 and $1,562,000 for fiscal 2012 for professional services
to (i) audit our consolidated financial statements and perform an assessment of the effectiveness of our internal
control over financial reporting included in our Annual Report on Form 10-K, (ii) review our condensed
consolidated financial statements included in our quarterly reports on Form 10-Q, (iii) audit our 401(k) plan,
(iv) audit our statutory reports for our global entities, and (v) review our Forms S-8.
Tax Fees
Deloitte billed a total of approximately $172,000 for fiscal 2013 and $223,000 for fiscal 2012 for tax services.
Tax services included approximately: (i) $91,000 for fiscal 2013 and $96,000 for fiscal 2012 for tax compliance
services, which included consultation for the preparation of our federal, state and local tax returns; and
(ii) $81,000 for fiscal 2013 and $127,000 for fiscal 2012 for tax consulting services.
All Other Fees
Deloitte billed a total of approximately $27,000 for fiscal 2013 and $24,000 for fiscal 2012 for all other fees. All
other fees consisted primarily of sustainability consulting fees and license fees related to the use of Deloitte’s
online accounting research tool.
During fiscal 2013 and 2012, Deloitte did not perform any prohibited non-audit services or audit-related services
for us.
Pre-Approval Policy
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 cannot be obtained more than one year before performance begins and can be for general
classes of permitted services such as annual audit services or tax consulting services. All fees paid to Deloitte for
fiscal 2013 and fiscal 2012 were pre-approved by the Audit and Finance Committee.
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