Pier 1 2010 Annual Report Download - page 100

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. To be considered independent, a director must satisfy both the
subjective and objective independence requirements established by the New York Stock Exchange (“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 relationship exists with Pier 1 Imports which, in the opinion of
the board of directors, is material. The board of directors has not established categorical standards or guidelines to
make these subjective determinations. The board of directors will consider and apply all relevant facts and
circumstances relating to a director in determining whether that director is independent.
On April 19, 2010, Robert B. Holland, III resigned from the board of directors. On April 26, 2010, the board of
directors set the number of directors comprising the board at six. Based on the NYSE independence requirements,
the board of directors has determined that five of the six current members of the board of directors are independent.
They are directors Mrs. Katz, Ms. Smith and Messrs. Burgoyne, Ferrari and London. Pier 1 Imports’ president and
chief executive officer, Alexander W. Smith, is the sixth member of the board of directors. The board of directors’
determination included Mr. Holland as independent during the time of his service as a director. On April 30, 2010,
Mrs. Katz announced her decision to not stand for re-election. On May 5, 2010, the board of directors set the
number of directors comprising the board at five for election at the annual meeting, and determined that the size of
the whole board will thereafter consist of five directors, subject to change by the board of directors pursuant to the
authority delegated to the board of directors pursuant to Pier 1 Imports’ bylaws. 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 three 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 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
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