Pier 1 2016 Annual Report Download - page 93

GOVERNANCE
Director Attendance at Board and Committee Meetings
and at the Annual Meeting of Shareholders
In fiscal 2016, each director attended at least 75% of the total number of board of directors meetings and meetings of the board of
directors standing committee or committees on which he or she served and that were held during the time of his or her service as a
director and/or committee member. Although Pier 1 Imports has no formal policy on the matter, all directors are encouraged to attend
Pier 1 Imports’ annual meeting of shareholders. All directors then serving attended the 2015 Pier 1 Imports annual meeting of
shareholders. Committee memberships, the number of meetings of the full board and each standing committee, and each director’s
dates of service for fiscal 2016 are shown in the table below.
NAME
BOARD OF
DIRECTORS
AUDIT
COMMITTEE
COMPENSATION
COMMITTEE
NOMINATING AND
CORPORATE GOVERNANCE
COMMITTEE
Claire H. Babrowski
03/01/2015 to 02/27/2016 Member Member Chair
Cheryl A. Bachelder
03/01/2015 to 02/27/2016 Member Chair
Hamish A. Dodds
03/01/2015 to 02/27/2016
06/25/2015 to 02/27/2016
Member Member
Member
Brendan L. Hoffman
03/01/2015 to 02/27/2016 Member Member
Terry E. London
03/01/2015 to 02/27/2016
Non-Executive
Chairman Member
CynthiaP. McCague
03/01/2015 to 02/27/2016 Member Member Member
Michael A. Peel
03/01/2015 to 02/27/2016 Member Member Member
Ann M. Sardini
03/01/2015 to 02/27/2016 Member Chair
Alexander W. Smith
03/01/2015 to 02/27/2016 Member
Number of Meetings inFiscal 2016 812 11 7
Director Independence and Related Person Transactions
Independence Considerations
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 Ms. Babrowski, Ms. Bachelder, Mr. Dodds, Mr. Hoffman, Mr. London, Ms. McCague,
Mr. Peel, and Ms. 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
each non-employee director was determined not to have a material relationship with Pier 1 Imports under the subjective standard.
Related Person Transaction Policies and Procedures
As part of its Code of Business Conduct and Ethics, Pier 1 Imports’ board of directors has adopted written Related Person Transaction
Policies and Procedures that are administered by the nominating and corporate governance committee. Pier 1 Imports’ Code of
Business Conduct and Ethics is available on its website at www.pier1.com by selecting “About” on the home page and linking through
the “Investor Relations” page. The policy applies to any transaction or series of transactions in which Pier 1 Imports is a participant, the
PIER 1 IMPORTS, INC. | 2016 Proxy Statement 11