Pottery Barn 2014 Annual Report Download - page 125

PROPOSAL 4
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 January 31, 2016. The Audit and Finance
Committee selected Deloitte as our independent registered public accounting firm for the fiscal year ending
January 31, 2016, 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 35 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 2014, 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 $1,784,000 for fiscal 2014 and $1,608,000 for fiscal 2013 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, and
(iv) audit our statutory reports for our global entities.
Tax Fees
Deloitte billed a total of approximately $141,000 for fiscal 2014 and $172,000 for fiscal 2013 for tax services.
Tax services included approximately: (i) $95,000 for fiscal 2014 and $91,000 for fiscal 2013 for tax compliance
services, which included consultation for the preparation of our federal, state and local tax returns; and
(ii) $46,000 for fiscal 2014 and $81,000 for fiscal 2013 for tax consulting services.
All Other Fees
Deloitte billed a total of approximately $27,000 for each of fiscal 2014 and fiscal 2013 for all other fees. All
other fees consisted of sustainability consulting fees and license fees related to the use of Deloitte’s online
accounting research tool.
During fiscal 2014 and 2013, 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 the Audit and
Finance Committee or a designated member of the Audit and Finance Committee, whose decisions must be
reported to the Audit and Finance Committee at its 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 2014 and fiscal 2013 were pre-approved by the
Audit and Finance Committee.
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