Pottery Barn 2014 Annual Report Download - page 100
Download and view the complete annual report
Please find page 100 of the 2014 Pottery Barn annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.-
1 -
2
-
3
-
4
-
5
-
6
-
7
-
8
-
9
-
10
-
11
-
12
-
13
-
14
-
15
-
16
-
17
-
18
-
19
-
20
-
21
-
22
-
23
-
24
-
25
-
26
-
27
-
28
-
29
-
30
-
31
-
32
-
33
-
34
-
35
-
36
-
37
-
38
-
39
-
40
-
41
-
42
-
43
-
44
-
45
-
46
-
47
-
48
-
49
-
50
-
51
-
52
-
53
-
54
-
55
-
56
-
57
-
58
-
59
-
60
-
61
-
62
-
63
-
64
-
65
-
66
-
67
-
68
-
69
-
70
-
71
-
72
-
73
-
74
-
75
-
76
-
77
-
78
-
79
-
80
-
81
-
82
-
83
-
84
-
85
-
86
-
87
-
88
-
89
-
90 -
91 -
92 -
93 -
94 -
95 -
96 -
97 -
98 -
99 -
100 -
101 -
102 -
103 -
104 -
105 -
106 -
107 -
108 -
109 -
110 -
111
-
112
-
113
-
114
-
115
-
116
-
117
-
118
-
119
-
120
-
121
-
122
-
123
-
124
-
125
-
126
-
127
-
128
-
129
-
130
-
131
-
132
-
133
-
134
-
135
-
136
-
137
-
138
-
139
-
140
-
141
-
142
-
143
-
144
-
145
-
146
-
147
-
148
-
149
-
150
-
151
-
152
-
153
-
154
-
155
-
156
-
157
-
158
-
159
-
160
-
161
-
162
-
163
-
164
-
165
-
166
-
167
-
168
-
169
-
170
-
171
-
172
-
173
-
174
-
175
-
176
-
177
-
178
-
179
-
180
-
181
-
182
-
183
-
184
-
185
-
186
-
187
-
188
 |
 |
The following table sets forth the members of each committee as of March 30, 2015, the functions of each
committee, and the number of meetings held during fiscal 2014.
Committee and Members Functions of Committee
Number of
Meetings in
Fiscal 2014
Audit and Finance:
Adrian T. Dillon, Chairman
Ted W. Hall
Michael R. Lynch
Sabrina Simmons
• 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.
10
Compensation:
Adrian D.P. Bellamy, Chairman
Rose Marie Bravo
Anthony A. Greener
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.
6
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
8