Pier 1 2009 Annual Report Download - page 106

Ms. Smith and Messrs. Thomas, Burgoyne, Ferrari, Holland and London. Pier 1 Imports’ president and
chief executive officer, Alexander W. Smith, is the eighth member of the board of directors.
Independence for the non-employee directors was considered under both the subjective and objective
requirements of the NYSE. In other words, none of the non-employee directors was disqualified from
independent status under the objective standard, and under the subjective standard each non-employee
director was determined not to have a material relationship with Pier 1 Imports.
Meetings of Independent Directors without Management Present
The independent directors of Pier 1 Imports met without management present four times during
the last fiscal year. The chairman of the board of directors presides over these meetings.
Procedures for Communicating with Directors
The board of directors has established a process by which shareholders and other interested parties
can send communications to board members. Shareholders and other interested parties can send
written communications to one or more members of Pier 1 Imports’ board of directors, addressed to:
[Name of Board Member], Board of Directors
Pier 1 Imports, Inc.
c/o Corporate Secretary
100 Pier 1 Place
Fort Worth, Texas 76102
In addition, shareholders and other interested parties may communicate with the chairman of the
audit committee, compensation committee, executive committee, or nominating and corporate
governance committee by sending an email to [email protected], [email protected],
[email protected], or [email protected], respectively, as well as the independent directors
as a group by sending an email to [email protected].
Communications are distributed to the board of directors or to the individual director or directors,
as appropriate, depending on the subject matter and facts and circumstances outlined in the
communication. Communications that are not related to the duties and responsibilities of the board of
directors or committee will not be distributed, including spam, junkmail and mass mailings, product
complaints, product inquiries, new product suggestions, r´ esum´ es and other forms of job inquiries,
surveys, and business solicitations or advertisements. In addition, Pier 1 Imports will not distribute
unsuitable material to its directors, including material that is unduly hostile, threatening or illegal.
Director Nomination Process
Board Member Qualification Criteria
The board of directors has adopted Board Member Qualification Criteria listing the attributes and
qualifications considered by the nominating and corporate governance committee in evaluating
nominees for director. The primary qualities and characteristics the committee looks for in nominees
for director are:
• management and leadership experience;
• relevant knowledge and diversity of background and experience; and
• personal and professional ethics, integrity and professionalism.
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