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This excerpt taken from the PIR DEF 14A filed May 9, 2008. AUDIT
COMMITTEE REPORT
Each member of the audit committee is an independent director,
pursuant to the independence requirements of the SEC and NYSE.
In accordance with the committee’s written charter, the
committee assists the board of directors in overseeing the
quality and integrity of Pier 1 Imports’ accounting,
auditing and financial reporting practices. In performing its
oversight function, the committee reviewed and discussed
Pier 1 Imports’ audited consolidated financial
statements as of and for the fiscal year ended March 1,
2008 with management and Pier 1 Imports’ independent
registered public accounting firm, including a discussion of the
quality, not just the acceptability, of the accounting
principles, the reasonableness of significant judgments, and the
clarity of disclosures in the financial statements. The
committee also discussed with Pier 1 Imports’
independent registered public accounting firm all matters
required by generally accepted auditing standards, including
those described in Statement on Auditing Standards No. 61,
“Communication with Audit Committees” and, with and
without management present, discussed and reviewed the results
of the independent registered public accounting firm’s
examination of the consolidated financial statements.
The committee obtained from the independent registered public
accounting firm a formal written statement describing all
relationships between the firm and Pier 1 Imports that
might affect the firm’s independence consistent with
Independence Standards Board Standard No. 1,
“Independence Discussions with Audit Committees”, as
adopted by the Public Company Accounting Oversight Board. The
committee also discussed with the registered public accounting
firm any relationships that may have an impact on their
objectivity and independence and satisfied ourselves that the
registered public accounting firm is independent. The committee
also considered whether the provision of non-audit services by
Ernst & Young LLP, Pier 1 Imports’
independent registered public accounting firm for fiscal 2008,
to Pier 1 Imports is compatible with maintaining
Ernst & Young LLP’s independence.
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Based on the above-mentioned review and discussions with
management and the independent registered public accounting
firm, the committee recommended to the board of directors that
Pier 1 Imports’ audited consolidated financial
statements be included in Pier 1 Imports’ Annual
Report on
Form 10-K
for the fiscal year ended March 1, 2008, for filing with
the SEC.
AUDIT
COMMITTEE
Terry E. London, Chairman
Michael R. Ferrari
Cece Smith
William C. Thompson, Jr., Comptroller of the City of New
York, as custodian and a trustee of the New York City
Teachers’ Retirement System (108,282 shares owned as
of January 7, 2008), the New York City Police Pension Fund
(40,456 shares owned as of January 7, 2008), and the
New York City Fire Department Pension Fund (10,641 shares
owned as of January 7, 2008), and as custodian of the New
York City Board of Education Retirement System
(4,225 shares owned as of January 7, 2008), has
submitted for the second year in a row the following proposal in
accordance with
Rule 14a-8
of the Securities Exchange Act of 1934. Mr. Thompson has
indicated to Pier 1 Imports that each of the above systems
intend to continue to hold at least $2,000 of Pier 1
Imports’ common stock through the date of Pier 1
Imports’ annual shareholders meeting.
Mr. Thompson’s address is
c/o The
City of New York, Office of the Comptroller, Bureau of Asset
Management, 1 Centre Street, Room 736, New York, New York
10007-2341.
At the annual meeting of shareholders held on June 28, 2007
the identical proposal was presented. The board of directors
unanimously recommended a vote “AGAINST” the proposal
and it was defeated by the shareholders with approximately 74%
of the shares entitled to vote on the matter voting
“AGAINST” this proposal.
If a proxy card is signed and returned but no direction is made,
the persons named in your proxy will vote your shares
“AGAINST” this proposal. To be approved, the proposal
must receive the affirmative vote of a majority of the shares of
the common stock present in person or represented by proxy at
the annual meeting and entitled to vote on the subject matter.
The board of directors unanimously recommends a vote
“AGAINST” this proposal.
This excerpt taken from the PIR DEF 14A filed May 24, 2007. AUDIT
COMMITTEE REPORT
Each member of the audit committee is an independent director,
pursuant to the independence requirements of the NYSE. In
accordance with the committee’s written charter, the
committee assists the board in overseeing the quality and
integrity of Pier 1’s accounting, auditing and financial
reporting practices. In performing its oversight function, the
committee reviewed and discussed Pier 1’s audited
consolidated financial statements as of and for the fiscal year
ended March 3, 2007 with management and Pier 1’s
independent auditors, including a discussion of the quality, not
just the acceptability, of the accounting principles, the
reasonableness of significant judgments, and the clarity of
disclosures in the financial statements. The committee also
discussed with Pier 1’s independent auditors all matters
required by generally accepted auditing standards, including
those described in Statement on Auditing Standards No. 61,
“Communication
Table of Contents
with Audit Committees” and, with and without management
present, discussed and reviewed the results of the independent
auditors’ examination of the consolidated financial
statements.
The committee obtained from the independent auditors a formal
written statement describing all relationships between the
auditors and Pier 1 that might affect the auditors’
independence consistent with Independence Standards Board
Standard No. 1, “Independence Discussions with Audit
Committees.” The committee also discussed with the auditors
any relationships that may have an impact on their objectivity
and independence and satisfied ourselves that the auditors are
independent. The committee also considered whether the provision
of non-audit services by Ernst & Young LLP, Pier
1’s independent auditors for fiscal 2007, to Pier 1 is
compatible with maintaining Ernst & Young LLP’s
independence.
Based on the above-mentioned review and discussions with
management and the independent auditors, the committee
recommended to the board of directors that Pier 1’s audited
consolidated financial statements be included in Pier 1’s
Annual Report on
Form 10-K
for the fiscal year ended March 3, 2007, for filing with
the Securities and Exchange Commission.
AUDIT
COMMITTEE
Terry E. London, Chairman
Michael R. Ferrari
Karen W. Katz
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