Pier 1 2011 Annual Report Download - page 95

The corporate secretary will send properly submitted shareholder recommendations to the chairman of the
committee. Individuals recommended to the committee by shareholders in accordance with these procedures will be
evaluated by the committee in the same manner as individuals who are recommended through other means.
Shareholder Nominations at Annual Meeting
Pier 1 Imports’ bylaws also permit a shareholder to propose a candidate at an annual meeting of shareholders
who is not otherwise nominated for election by the board of directors through the process described above if the
shareholder complies with the shareholder criteria, advance notice, shareholder and nominee information, consent
and other provisions contained in the bylaws governing shareholder nominations of candidates for election to the
board of directors. To comply with these provisions of our bylaws, a shareholder who wishes to nominate a director
for election at the 2012 annual meeting of shareholders must provide Pier 1 Imports written notice in proper form
accompanied by the requisite materials and information no earlier than February 29, 2012 and no later than
March 30, 2012. You may contact Pier 1 Imports’ corporate secretary to obtain the specific information that must be
provided with the advance notice.
No shareholder nominated an individual for election to the board of directors at Pier 1 Imports’ 2011 annual
meeting of shareholders.
Committees of the Board of Directors and Risk Oversight
There are four standing committees of the board of directors. They are the audit committee, the compensation
committee, the executive committee, and the nominating and corporate governance committee. A brief description
of each committee’s functions follows:
Audit Committee. The audit committee’s purpose is to:
• assist the board of directors in fulfilling its responsibility to oversee:
➣the integrity of Pier 1 Imports’ financial statements,
➣Pier 1 Imports’ system of internal control,
➣Pier 1 Imports’ compliance with legal and regulatory requirements,
➣Pier 1 Imports’ independent registered public accounting firm’s qualifications and
independence, and
➣the performance of Pier 1 Imports’ internal audit function and independent registered public
accounting firm;
• prepare the audit committee report that is included in this proxy statement; and
• discuss the guidelines and policies governing the process by which risk assessment and management
is undertaken by Pier 1 Imports.
As part of fulfilling its role in discussing the guidelines and policies governing the process by which risk
assessment and management is undertaken by Pier 1 Imports, the audit committee receives periodic reports from
Pier 1 Imports’ management on Pier 1 Imports’ assessment and management of identified risks. The audit
committee updates the board of directors as needed on those risks. From time-to-time the entire board, another
committee of the board or a specially designated committee of the board may assist the audit committee in this
process.
Each member of the audit committee is independent and the board of directors has determined that each
member is an audit committee financial expert, as defined by the SEC, and therefore has accounting or related
financial management expertise and is financially literate within the meaning of NYSE listing standards.
Compensation Committee. The compensation committee’s purpose is to:
• develop, review, approve and modify Pier 1 Imports’ compensation philosophy as necessary to
achieve Pier 1 Imports’ overall business strategies and goals, attract and retain key executives, link
compensation to organizational performance, and provide competitive compensation opportunities;
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