Lululemon 2015 Annual Report Download - page 15

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Table of Contents
The following table sets forth the three standing committees of our board of directors, the members of each committee during fiscal 2015 and the number of
meetings held by each committee:
Name of Director Audit Compensation
Nominating and
Governance
Robert Bensoussan
Member
Member
Michael Casey
Member
Chair
Steven J. Collins
Member
RoAnn Costin
Member
William H. Glenn
Member
Member
Kathryn Henry (1)
Martha A.M. Morfitt
Chair
Member
David M. Mussafer
Member
Rhoda M. Pitcher
Member
Chair
Thomas G. Stemberg (2)
Emily White
Member
Number of meetings in fiscal 2015
5
8
5
_________
(1) Ms. Henry was appointed as a director in January 2016.
(2) Mr. Stemberg passed away in October 2015.
Audit Committee
The Audit Committee is appointed by our board of directors to assist it in fulfilling its financial oversight responsibilities by overseeing the accounting and
financial reporting processes of lululemon and the audits of our financial statements. The Audit Committee's primary duties and responsibilities include:
• Appointing and retaining our independent registered public accounting firm, approving all audit, review, and other services to be provided by our
independent registered public accounting firm and determining the compensation to be paid for such services;
• Overseeing the integrity of our financial reporting process and systems of internal controls regarding accounting and finance;
• Overseeing the qualifications, independence, and performance of our independent registered public accounting firm;
• Overseeing lululemon's risk assessment and risk management policies, procedures, and practices;
• Reviewing and, if appropriate, approving any related party transactions;
• Reviewing lululemon's Code of Business Conduct and Ethics applicable to all directors, officers, and employees, and monitoring and approving any
modifications or waivers of such code;
• Providing a means for processing complaints and anonymous submissions by employees of concerns regarding accounting or auditing matters; and
• Monitoring compliance with legal and regulatory requirements.
The current members of the Audit Committee are Robert Bensoussan , Michael Casey , William H. Glenn , and Martha A.M. Morfitt (Chairperson) . Our
board of directors has determined that each of the members of the Audit Committee is "independent" for purposes of the Nasdaq listing requirements as they apply
to audit committee members and that Mr. Casey, Mr. Glenn, and Ms. Morfitt qualify as "audit committee financial experts" under the rules of the SEC.
Compensation Committee
The Compensation Committee has been delegated authority by our board of directors to oversee all significant aspects of lululemon's compensation policies
and programs, including:
• Reviewing and approving the compensation and annual performance objectives and goals of all of our executive officers;
• Reviewing, approving, and administering incentive-based and equity-based compensation plans in which our executive officers participate;
12