Nominating and Corporate Governance Committee Charter
The purposes of the Nominating and Corporate Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of Regis Corporation (the “Company) are to:
1. Advise the Board concerning appropriate composition of the Board and its committees;
2. Identify individuals qualified to become Board members;
3. Recommend to the Board the persons to be nominated by the Board for election as directors at the annual meeting of stockholders;
4. Develop and recommend to the Board a set of corporate governance guidelines applicable to the Company and assist the Board in complying with them;
5. Review and resolve conflicts of interest and, if necessary, grant waivers to the Company’s Code of Ethics; and
6. Oversee the evaluation of the Board and management.
The Committee shall be composed of at least three, but not more than five, members of the Board who are Independent Directors (as defined by the rules of the Securities and Exchange Commission and the New York Stock Exchange), one of whom shall serve as chairperson. The Committee and its chairperson shall be nominated and elected by the Board, upon the recommendation of the Committee. The Board may remove members of the Committee with or without cause.
1. Review with the Board on an annual basis the appropriate skills and characteristics required on the Board in the context of the strategic direction of the Company.
2. Manage the process whereby the full Board annually assesses its performance.
3. Manage the process whereby the current Board members are evaluated individually by the Board at the time they are considered for re-nomination, and provide advice to individual Board members based on these evaluations.
4. Upon receiving the resignation letter required from any director who makes a principal occupation change (including retirement), and after considering advice from the Chairperson of the Board/Chief Executive Officer, recommend to the full Board whether to accept the resignation.
5. Recommend for Board approval a definition of what constitutes an independent director. The definition should be in compliance with relevant standards by regulators and listing bodies.
6. Investigate any potential conflict of interest by a director as assigned to it by the Board.
7. Recommend to the Board the existing Board members to be re-nominated, after considering the appropriate skills and characteristics required on the Board, the current makeup of the Board, the results of the individual evaluations of the directors, and the wishes of existing Board members to be re-nominated.
8. Prepare a description of specific, minimum qualifications that must be met by a Committee-recommended nominee, including specific qualities or skills that are necessary for one or more of the Company’s directors to possess.
9. Establish procedures for identifying and evaluating nominees for director, including nominees appropriately recommended by stockholders, and any differences in the manner in which the Committee evaluates appropriate nominees from stockholders and nominees identified by the Committee.
10. After a review of Board candidates and after considering the advice of the Chairperson of the Board/Chief Executive Officer, designate which candidates are to be interviewed. Candidates are, at a minimum, interviewed by the chairman of the Committee and the Chairperson of the Board/Chief Executive Officer, but may also be interviewed by other directors.
11. After the interviews, recommend for Board approval any new directors to be nominated.
12. Design an orientation program for new directors and consult with them on their progress.
13. Recommend committee assignments, including committee chairmanships, to the full Board for approval. This is done after receiving advice from the Chairperson of the Board/Chief Executive Officer and with consideration of the desires of individual Board members.
14. Review annually the Company’s corporate governance guidelines and committee charters and recommend to the Board any needed changes.
15. Keep abreast of the developments in the corporate governance field that might affect the Company.
16. Conduct an annual performance evaluation of the Committee.
17. Assist the Compensation Committee in its annual review of the Chief Executive Officer, and communicate the results of the evaluation to the Chief Executive Officer.
18. Consider the necessity for, and, if deemed advisable, establish procedures for stockholders to send communications to the Board, including a process for determining which communications will be relayed to Board members.
This Committee has the power to delegate aspects of its work to subcommittees, with Board approval. Furthermore, the Board may allocate any of the responsibilities of this Committee to a separate committee, provided that the separate committee is composed of independent directors. Any such committee must have a published committee charter.
The Committee shall meet as often as it deems necessary in order to perform its responsibilities but in no event less than two times each fiscal year. The Committee shall keep such records of its meetings as it shall deem appropriate.
2. Reports to the Board
The Committee shall report regularly to the Board.
The Committee shall, from time to time as it deems appropriate, review and reassess the adequacy of this Charter and recommend any proposed changes to the Board for approval.
4. Independent Advisors
The Committee shall have the authority to engage such independent legal and other advisors and consultants as it deems necessary or appropriate to carry out its responsibilities. Such independent advisors and consultants may be the regular advisors and consultants to the Company. The Committee is empowered, without further action by the Board, to cause the Company to pay the compensation of such advisors and consultants as established by the Committee.
The Committee shall have the authority to conduct or authorize investigations into any matters within the scope of its responsibilities as it shall deem appropriate, including the authority to request any officer, employee or advisor of the Company to meet with the Committee or any advisors engaged by the Committee.
A majority of the members of the Committee shall constitute a quorum. The Committee shall act on the affirmative vote of a majority of members present at a meeting at which a quorum is present. Without a meeting, the Committee may act by unanimous written consent of all members.