Pier 1 2015 Annual Report Download - page 90

MATTERS RELATING TO CORPORATE GOVERNANCE, BOARD STRUCTURE, DIRECTOR COMPENSATION AND STOCK OWNERSHIP
and chief executive officer should be held by separate individuals and that the chairman of the board should be a “non-
executive.” Provisions are made in the guidelines for an independent lead director if the roles of chairman of the board and chief
executive officer are combined.
During the last fiscal year, the chairman of the board and chief executive officer roles were held by separate individuals, and the
chairman of the board was a “non-executive” since he was neither an employee nor an officer of Pier 1 Imports. Currently, the
chairman of the board is a non-executive. This structure of separate individuals holding these positions focuses board leadership
and company leadership in separate and distinct individuals. Each leader can direct her or his respective group on the objectives
at hand while at the same time developing and implementing strategic issues, financial issues and operational policies that affect
the short- and long-term welfare of Pier 1 Imports.
Director Independence
It is Pier 1 Imports’ policy that the board of directors will at all times consist of a majority of independent directors. In addition, all
members of the audit committee, compensation committee and nominating and corporate governance committee must be
independent directors. To be considered independent, a director must satisfy both the subjective and objective independence
requirements established by the NYSE. In assessing independence under the subjective test, the board of directors takes into
account the standards in the objective tests, and reviews and discusses additional information provided by the directors and Pier
1 Imports with regard to each director’s business and personal activities as they may relate to Pier 1 Imports and Pier 1 Imports’
management. Based on the foregoing, as required by NYSE rules, the board of directors makes a subjective determination as to
each independent director that no material relationship exists with Pier 1 Imports. The board of directors will broadly consider all
relevant facts and circumstances relating to a director in determining whether that director is independent.
Based on the NYSE independence requirements, the board of directors has determined that eight of the nine current members
of the board of directors are independent. They are directors Claire H. Babrowski, Cheryl A. Bachelder, Hamish A. Dodds,
Brendan L. Hoffman, Terry E. London, Cynthia P. McCague, Michael A. Peel, and Ann M. Sardini. Pier 1 Imports’ president and
chief executive officer, Alexander W. Smith, is the ninth member of the board of directors. Independence for the non-employee
directors was considered under both the subjective and objective standards of the NYSE. In other words, none of the non-
employee directors were 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 non-
executive chairman of the board of directors presided 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 chair of the audit committee, compensation
committee, or nominating and corporate governance committee by sending an email to [email protected],
[email protected],or[email protected], respectively, as well as with the independent directors as a group by
sending an email to [email protected], or the non-executive chairman of the board 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 a committee will not be distributed, including spam, junk mail and mass mailings,
8PIER 1 IMPORTS, INC. 2015 Proxy Statement