Pottery Barn 2013 Annual Report Download - page 99

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Committee is responsible for reporting to the Board any material risks associated with our compensation plans
and programs, including recommended actions to mitigate such risks.
For fiscal 2013, the Compensation Committee retained an independent consultant, Frederic W. Cook & Co., or
Cook & Co., to identify and assess the risk inherent in the company’s compensation programs and
policies. Accordingly, Cook & Co. evaluated the company’s executive and non-executive compensation
programs for such risk and the mechanisms in our programs designed to mitigate these risks. Among other
things, Cook & Co. reviewed our pay philosophy, forms of incentives, performance metrics, balance of cash and
equity compensation, balance of long-term and short-term incentive periods, compensation governance practices,
and equity grant administration practices. Based on the assessment, Cook & Co. concluded that our
compensation programs and policies do not create risks that are reasonably likely to have a material adverse
effect on our company.
Board Meetings and Executive Sessions
During fiscal 2013, our Board held a total of seven meetings. Each director who was a member of our Board
during fiscal 2013 attended at least 75% of the aggregate of (i) the total number of meetings of the Board held
during the period for which such director has been a director and (ii) the total number of meetings held by all
committees of the Board on which such director served during the periods that such director served.
It is the Board’s policy to have a separate meeting time for independent directors, typically during the regularly
scheduled Board meetings. During fiscal 2013, executive sessions were led by our Chairman of the Board,
Mr. Bellamy.
Attendance of Directors at Annual Meeting of Stockholders
It is our policy that directors who are nominated for election at our Annual Meeting should attend the Annual
Meeting. All but one director who was nominated for election at our 2013 Annual Meeting attended the meeting.
Board Committees
Our Board has three standing committees: the Audit and Finance Committee, the Compensation Committee and
the Nominations and Corporate Governance Committee. Each committee operates under a written charter
adopted by the Board. The committee charters are each available on the company’s website at
www.williams-sonomainc.com/investors and are also available in print to any stockholder upon request.
7
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