Lululemon 2015 Annual Report Download - page 18

Table of Contents
Communications with Directors
Stockholders may communicate with members of our board of directors by transmitting correspondence by mail, facsimile or email, addressed as follows:
Corporate Secretary
c/o lululemon athletica inc.
1818 Cornwall Avenue
Vancouver, British Columbia
Canada V6J 1C7
Facsimile: [phone]
Email: [email protected]
The Corporate Secretary will, as appropriate, forward communication to our board of directors or to any individual director, directors, or committee of our
board of directors to whom the communication is directed.
Code of Business Conduct and Ethics
We have adopted a Code of Business Conduct and Ethics that applies to all of the officers, directors and employees of lululemon and our subsidiaries. The
most current version is available on our website at www.lululemon.com. If we make any substantive amendments to the code or grant any waiver from a provision
of the code to any executive officer or director, we will promptly disclose the nature of the amendment or waiver on our website, as well as via any other means
required by Nasdaq rules or applicable law.
2014 "Say-on-Pay" Advisory Vote on Executive Compensation
We provided stockholders a "say-on-pay" advisory vote on our executive compensation at our 2014 annual meeting under Section 14A of the Securities
Exchange Act of 1934, as amended. At our 2014 annual meeting, stockholders expressed substantial support for the compensation of our named executive officers
(which term includes our chief executive officer, chief financial officer and each of our next three most highly compensated executive officers during a particular
fiscal year), with approximately 99% of the votes cast on the proposal voting for approval of the "say-on-pay" advisory vote on executive compensation. Based
upon the 2011 "say-on-frequency" advisory vote in which a majority of our voting stockholders approved an advisory vote on "say-on-pay" every three years, our
next "say-on-pay" advisory vote on executive compensation will be held at our 2017 annual meeting of stockholders.
The Compensation Committee considered the results of the 2014 "say-on-pay" advisory votes following the 2014 annual meeting. The Compensation
Committee also considered many other factors in evaluating our executive compensation programs as discussed in the Compensation Discussion and Analysis,
including the Compensation Committee's assessment of the interaction of our compensation programs with our corporate business objectives, evaluations of our
programs by the Compensation Committee's independent consultant and a review of market practices for a comparative group of peers. While each of these factors
bore weight on the Compensation Committee's decisions regarding the compensation arrangements of our named executive officers, the Compensation Committee
did not make any changes to our executive compensation policies and practices as a direct result of the 2014 "say-on-pay" advisory vote.
Risk Oversight
In its governance role, and particularly in exercising its duty of care and diligence, our board of directors is responsible for ensuring that appropriate risk
management policies and procedures are in place to protect the company's assets and business. While our board of directors has the ultimate oversight
responsibility for the risk management process, our board of directors has delegated to the Audit Committee the initial responsibility of overseeing the company's
risk assessment and risk management. In fulfilling its delegated responsibility, the Audit Committee has directed management to ensure that an approach to risk
management is implemented as a part of the day-to-day operations of lululemon, and to design internal control systems with a view to identifying and managing
material risks.
On a periodic basis (not less than quarterly), the Audit Committee reviews and discusses with our Chief Financial Officer, our Vice President, Corporate
Controller, and our internal auditors the company's significant financial risk exposures and the steps that management has taken to monitor, control, and report
such risks. In addition, the Audit Committee regularly evaluates the company's policies, procedures, and practices with respect to enterprise risk assessment and
risk management, including discussions with management about material risk exposures and the steps being taken to monitor, control, and report such risks. The
Audit Committee reports its activities to the full board of directors on a regular basis (not less than annually) and in that regard makes such recommendations to
our board of directors with respect to risk assessment and management as it may deem necessary or appropriate.
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