Pottery Barn 2013 Annual Report Download - page 115

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AUDIT AND FINANCE COMMITTEE REPORT
The Audit and Finance Committee oversees the company’s financial reporting process on behalf of the Board. In
meeting these responsibilities, as described under the heading “Corporate Governance—Board Committees”, we
perform the following functions:
• Monitor the integrity of the company’s financial reports, earnings 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;
• 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.
In performing these functions, we took the following actions, among other things, related to fiscal 2013:
• Reviewed and discussed the company’s audited financial statements for fiscal 2013 and unaudited
quarterly condensed consolidated financial statements for fiscal 2013 with management and 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 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;
• Reviewed and discussed with management and the company’s internal audit department the company’s
major financial risk exposures, including with regard to legal and regulatory matters, and the company’s
risk assessment and risk management policies;
• 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;
• Reviewed and discussed with management, the company’s internal audit department and Deloitte the
sufficiency of the company’s information technology systems, including how such systems support
effective internal controls; 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 Public Company Accounting Oversight Board (PCAOB)
requirements.
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