Restoration Hardware 2012 Annual Report Download - page 13

Under applicable NYSE listing rules, once we are no longer a controlled company, (i) we must have at least
one independent member on our nominating committee and at least one independent member on our
compensation committee by the date on which we ceased to be a controlled company; (2) we must have at least a
majority of independent members on each such committee within 90 days of the date on which we ceased to be a
controlled company; (3) we must have fully independent committees within one year of the date on which we
cease to be a controlled company; and (4) we must have a majority of independent directors on the board of
directors within one year of the date on which we ceased to be a controlled company. Our board of directors
intends to take all action necessary to comply with the applicable NYSE listing rules.
Board Meetings
Our board of directors and its committees meet throughout the year, and also hold special meetings and act
by written consent from time to time. Our board of directors held a total of six meetings during fiscal 2012. All
of the directors attended at least 75% of the meetings, other than Barry Sternlicht, who attended one of the two
board meetings held during fiscal 2012 after his appointment in November 2012.
Agendas and topics for board and committee meetings are developed through discussions among
management and members of our board of directors and its committees. Information and data that are important
to the issues to be considered are distributed in advance of each meeting. Board meetings and background
materials focus on key strategic, operational, financial, governance and compliance matters applicable to us.
Board Leadership Structure
Our board of directors has three standing committees: the audit committee, the compensation committee and
the nominating committee. Each of these committees reports to our board of directors as it deems appropriate and
as our board of directors may request.
With respect to the roles of Chairman of our board of directors and Chief Executive Officer, our Corporate
Governance Guidelines provide that the roles may be separated or combined, and our board of directors exercises its
discretion in combining or separating these positions as it deems appropriate in light of prevailing circumstances.
Our board of directors believes that the combination or separation of these positions should continue to be
considered as part of our succession planning process. Currently the roles are separated, with Mr. Alberini serving
as Chief Executive Officer and Mr. Chu serving as Chairman of our board of directors. Our Corporate Governance
Guidelines provide the flexibility for our board of directors to modify our leadership structure in the future as
appropriate. We believe that our company is well served by this flexible leadership structure.
Board Independence
In April 2013, our board of directors undertook a review of the independence of our directors and
considered whether any director has a material relationship with us that could compromise that director’s ability
to exercise independent judgment in carrying out that director’s responsibilities. Our board of directors has
affirmatively determined that each of Mr. Demilio, Mr. Mottola and Mr. Sternlicht is an “independent director,”
as defined under the rules of the NYSE.
Board’s Role in Risk Oversight
Our board of directors is responsible for overseeing our risk management process. Our board of directors focuses
on our general risk management strategy, the most significant risks facing us, and oversees the implementation of risk
mitigation strategies by management. Our board of directors is also apprised of particular risk management matters in
connection with its general oversight and approval of corporate matters and significant transactions.
Risk Considerations in Our Compensation Program
We conducted an assessment of our compensation policies and practices for our employees and concluded
that these policies and practices are not reasonably likely to have a material adverse effect on our Company.
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Proxy Statement