Lululemon 2015 Annual Report Download - page 14

Table of Contents
of the National Center for Women in IT, a non-profit coalition working to increase the participation of girls and women in computing and IT. She received a BA in
Art History from Vanderbilt University. Our board of directors selected Ms. White to serve as a director because of her extensive experience with social
networking and technology companies, her understanding of the demographics in which our principal customers reside and the diversity in background and
experience she provides to our board of directors.
Independence of the Board
Pursuant to the listing standards of The Nasdaq Stock Market, or Nasdaq, a majority of the members of our board of directors must qualify as "independent"
within the meaning of Nasdaq Rule 5605, as affirmatively determined by our board of directors. Our board of directors consults with our outside legal counsel to
ensure that its determinations are consistent with relevant securities and other laws and regulations regarding the definition of "independent," including those set
forth in the Nasdaq listing standards in effect at the time of the determination.
Consistent with these considerations, after review of all relevant transactions or relationships between each director and director nominee, or any of his or her
family members, and lululemon, our senior management and our independent auditors, our board of directors has affirmatively determined that the following 10
directors and director nominees are independent directors within the meaning of the applicable Nasdaq listing standards: Robert Bensoussan , Michael Casey ,
Steven J. Collins , RoAnn Costin , William H. Glenn , Jon McNeill , Martha A.M. Morfitt , David M. Mussafer , Rhoda M. Pitcher , and Emily White . In making
this determination, our board of directors found that none of these directors and director nominees had a material or other disqualifying relationship with the
company. Laurent Potdevin, our Chief Executive Officer, is not an independent director by virtue of his current employment with lululemon, and Kathryn Henry is
not an independent director by virtue of her past employment with lululemon.
Executive Sessions
Non-management directors generally meet in an executive session without management present each time our board of directors holds its regularly
scheduled meetings.
Committees and Meeting Attendance
Our board of directors has three standing committees, including an Audit Committee, a Compensation Committee, and a Nominating and Governance
Committee. Each of these committees operates under a written charter adopted by our board of directors. Copies of these charters are available on our website at
www.lululemon.com. Our board of directors held five meetings of the full board of directors during fiscal 2015 . Each of the standing committees of our board of
directors held the number of meetings indicated below. During fiscal 2015 , each of our directors attended at least 75% of the total number of meetings of our
board of directors, and all of the committees of our board of directors on which such director served during that period, except for Mr. Mussafer who was unable to
attend two meetings of the Nominating and Governance Committee. Directors are encouraged to attend our annual meetings of stockholders. All of our directors
attended the 2015 annual meeting of stockholders.
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