Guidelines

Statement by Chief Executive Officer

Ethics are important to Regis Corporation ("Regis") and each of its employees and directors. Regis is committed to the highest ethical standards and to conducting its business with the highest level of integrity. Personally, I believe this commitment is one of the core values that makes Regis the great company that it is.

Adherence to the highest ethical standards is vital to creating and sustaining our culture. It provides the necessary foundation upon which Regis has been built and on which it can continue to grow and prosper.

Each Regis employee and director is responsible for the consequences of his or her actions. We must each be the guardians of Regis' ethics. The Board of Directors has adopted this Code of Business Conduct and Ethics for its members without exception.

Leaders at Regis have the extra responsibility of setting an example by their personal performance and an attitude that conveys our ethical values. That example leads us to treat everyone - employees, customers, vendors and competitors - with honesty and respect.

If you are unsure of the appropriate action, take advantage of our open door, informal environment and raise your concerns with management or, if you are still uncomfortable, follow the processes outlined in this Code of Business Conduct & Ethics.

Paul Finkelstein

President & Chief Executive Officer



Ethics

Regis and each of its employees and directors must conduct their affairs with uncompromising honesty and integrity. Business ethics are no different than personal ethics. The same high standard applies to both. As a Regis employee or director you are required to adhere to the highest standard.

Employees and directors are expected to be honest and ethical in dealing with each other, with customers, vendors and all other third parties.

You must also respect the rights of your fellow employees and third parties. Your actions must be free from discrimination, libel, slander or harassment. Each person must be accorded equal opportunity, regardless of age, race, sex, sexual preference, color, creed, religion, national origin, marital status, or disability.

Misconduct cannot be excused because it was directed or requested by another. In this regard, you are expected to alert management whenever an illegal, dishonest or unethical act is discovered or suspected. You will never be penalized for reporting your discoveries or suspicions.

The following statements concern frequently raised ethical concerns. A violation of the standards contained in this Code of Business Conduct & Ethics will result in corrective action, up to and including dismissal.

Conflicts of Interest

You must avoid any personal activity, investment or association which could appear to interfere with good judgment concerning Regis' best interests. You may not exploit your position or relationship with Regis for personal gain. You should avoid even the appearance of such a conflict. For example, there is a likely conflict of interest if you:

• advance your own personal or business interests, or those of others with whom you have a personal or business relationship, at the expense of Regis; 
  
• use nonpublic Regis information for personal gain by you, relatives or friends (including securities transactions based on such information);
  
• have a significant financial interest in Regis' vendors or competitors; receive a loan, or guarantee of obligations, from Regis or a third party as a result of your position at Regis without the express approval of Regis' Chief Financial Officer;
  
• or a member of your immediate family or household have a direct or indirect financial interest in a franchise operation or competitor of Regis; or
  
• compete with Regis while still employed by Regis or still serving as a director of Regis. You cannot work for Regis and a competitor at the same time.

There are other situations in which a conflict of interest may arise. If you have concerns about any situation, follow the steps outlined in the Section on "Reporting Violations."

Gifts and Prizes

Neither you nor your relatives may give gifts to, or receive gifts from, Regis' vendors, excluding the giving or receipt of minor holiday gifts having less than $50 in value. However, employees may attend or participate at vendor sponsored events that allow Regis to maintain an important business relationship. In no event should you put Regis or yourself in a position that would be embarrassing if the gift was made public.

Bribes and Kickbacks

Any employee or director who pays or receives bribes or kickbacks will be immediately terminated and reported, as warranted, to the appropriate authorities. A kickback or bribe includes any item intended to improperly obtain favorable treatment.

Improper Use or Theft of Regis Property

Every employee and director must safeguard Regis property from loss or theft, and may not take such property for personal use. Regis property includes confidential information, software, computers, office equipment, and supplies. You must appropriately secure all Regis property within your control to prevent its unauthorized use. Use of Regis' electronic communications systems must conform with Regis' policies, which, among other things, preclude using such systems to access or post material that: is pornographic, obscene, sexually-related, profane or otherwise offensive; is intimidating or hostile; or violates any laws or regulations.

Failure to Disclose Mistakes; Falsifying Records

Mistakes should never be covered up, but should be immediately fully disclosed and reported to your supervisor. Falsification of any Regis, customer or third party record is prohibited.

Accurate Periodic Reports

As you are aware, full, fair, accurate, timely and understandable disclosures in all material respects in Regis' periodic reports are legally required and are essential to the success of its business. You must exercise the highest standard of care in preparing such reports in accordance with the following guidelines:

• All records must fairly and accurately reflect the transactions or occurrences to which they relate.
  
• Regis' accounting records must not contain any false or intentionally misleading entries.
  
• No transactions should be intentionally misclassified as to accounts, departments or accounting periods.
  
• All transactions must be supported by accurate documentation in reasonable detail and recorded in the proper account and in the proper accounting period.
  
• No information should be concealed from the internal auditors or the independent auditors.
  
• Compliance with Regis' system of internal accounting controls is required.

Compliance

You are expected to comply with both the letter and spirit of all applicable governmental laws, rules and regulations.

If you fail to comply with this Code and/or with any applicable laws, you will be subject to disciplinary measures, up to and including immediate discharge from Regis.

Foreign Corrupt Practices Act ("FCPA")

The FCPA, among other things, makes it a criminal offense for any representative of a U.S. business to offer or pay anything of value to any foreign government official to induce him or her to benefit a U.S. company. You are expected to comply with this law.

USA Patriot Act

The USA Patriot Act, among other things, prohibits money laundering. You are expected to not engage in any money laundering activity.

Protection of Confidential Information

You must take appropriate steps - including securing documents, limiting access to computers and electronic media, and proper disposal methods - to prevent unauthorized access to confidential or proprietary Regis information, which consists of all non-public information that might be of use to competitors or harmful to Regis or its customers if disclosed. Proprietary and/or confidential information, among other things, includes: business methods, pricing and marketing data, strategy, computer code, information about, or received from, Regis' current, former and prospective customers, vendors and employees.

Sales: Misrepresentation

Do not make unsupportable statements or promises concerning Regis' products and/or services.

Use of Regis and Third Party Software

Regis and third party software may be distributed and disclosed only to employees authorized to use it.

Regis and third party software may not be copied without specific authorization and may only be used to perform assigned responsibilities.

All third-party software must be properly licensed. The license agreements for such third party software may place various restrictions on the disclosure, use and copying of software.

Developing Software

Employees involved in the design, development, testing, modification or maintenance of Regis software must not undermine the legitimacy of Regis' products by copying or using unauthorized third party software or confidential information. You may not possess, use or discuss proprietary computer code, output, documentation or trade secrets of a non-Regis party, unless authorized by such party.

Fair Dealing

No Regis employee or director should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice.

Fair Competition and Antitrust Laws

Regis must comply with all applicable fair competition and antitrust laws. These laws attempt to ensure that businesses compete fairly and honestly and prohibit conduct seeking to reduce or restrain competition.

Securities Trading

It is illegal to buy or sell securities using material information not available to the public. Persons who give such undisclosed "inside" information to others may be as liable as persons who trade securities while possessing such information. Securities laws may be violated if you, or any relatives or friends trade in securities of Regis, or any of its customers or vendors, while possessing "inside" information.

Political Contributions

No Regis funds may be given directly to political candidates. You may, however, engage in political activity with your own resources on your own time.

Retention of Business Records

Regis business records must be maintained for the periods specified in the Regis record retention policies. Records may be destroyed only at the expiration of the pertinent period. In no case may documents involved in a pending or threatened litigation, government inquiry or under subpoena or other information request, be discarded or destroyed, regardless of the periods specified in the record retention policies. In addition, you may never destroy, alter, or conceal, with an improper purpose, any record or otherwise impede any official proceeding, either personally, in conjunction with, or by attempting to influence, another person.

Waivers

The Code of Business Conduct & Ethics applies to all Regis employees and directors. There shall be no waiver of any part of the Code, except by a vote of the Board of Directors or a designated committee, which will ascertain whether a waiver is appropriate and ensure that the waiver is accompanied by appropriate controls designed to protect Regis.

In the event that any waiver is granted, the waiver will be posted on the Regis website, thereby allowing the Regis shareholders to evaluate the merits of the particular waiver.

Reporting Violations

Your conduct can reinforce an ethical atmosphere and positively influence the conduct of fellow employees and directors. If you are powerless to stop suspected misconduct or discover it after it has occurred, you must report it to the appropriate level of management at your location.

If you are still concerned after speaking with your local management or feel uncomfortable speaking with them (for whatever reason), you may (anonymously, if you wish) send a detailed note, with relevant documents, to Regis' General Counsel, or you may directly contact the Audit Committee of Regis' Board of Directors by sending a detailed note, with relevant documents, to Chairperson, Regis Audit Committee, 7201 Metro Boulevard, Minneapolis, MN 55439. In addition, in the event you would like to report a matter involving fraud, or matters involving accounting, internal accounting controls or auditing issues, you should (anonymously, if you wish) call the company's third party hotline at 888-760-3141. Your calls and reports will be dealt with confidentially and you will be protected from retaliation.

Conclusion

Any employee or director who ignores or violates any of Regis' ethical standards, and any manager who penalizes a subordinate for trying to follow these ethical standards, will be subject to corrective action, up to and including immediate dismissal. However, it is not the threat of discipline that should govern your actions. We hope you share our belief that a dedicated commitment to ethical behavior is the right thing to do, is good business, and is the surest way for Regis to remain an outstanding company.

1. The Company will publish on its website special mail and a toll-free telephone number for receiving complaints regarding accounting, internal accounting controls, or auditing matters.
   
2. Copies of all complaints regarding accounting, internal accounting controls, or auditing matters will be sent directly to the Chairperson of the Committee. The Chairperson shall promptly send a copy of each complaint to the Company's Chief Financial Officer, unless the complaint relates to the conduct or action of the Chief Financial Officer, in which case the Chairperson shall send copies of the complaint to the Company’s Chief Executive Officer and its General Counsel.

1. The Chairperson or his/her designee (who shall be a member of the Committee) shall evaluate each complaint within fifteen (15) business days of receipt. The Chairperson or designee will determine whether the complaint requires immediate investigation, whether it can be discussed at the next regularly-scheduled meeting of the Committee, or whether it does not involve the Company's accounting, internal accounting controls or auditing practices and should therefore be reviewed by a party other than the Committee.
   
2. Each complaint involving the Company's accounting, internal accounting controls or auditing practices will be discussed at a meeting of the entire Committee (which may be by telephone). The Committee may elect to investigate the complaint in one of the following ways (or in another agreed-upon manner):
   
   
   
   1. the Committee may investigate the complaint on its own or with the assistance of the Company's outside legal counsel;
      
   2. the Committee may retain an outside party to investigate the complaint; or
      
   3. the Committee may designate an employee of the Company to investigate the complaint, provided that any employee who has responsibility for the action giving rise to the complaint shall not be designated to investigate the complaint.
   
   
   
   
3. Within sixty (60) days after referral of the complaint (unless extended by the Committee for good cause), the investigating party shall complete the investigation and make a full report to the Committee regarding the complaint.
   
4. The Committee will then report to the full Board of Directors at its next regularly-scheduled meeting with respect to the complaint and any recommended corrective actions. The Company may discipline not only those employees who were involved in the improper conduct but also those who should have and failed to detect the conduct. At no time will there be any retaliation by the Company against any employee for making a complaint.

        Regis Corporation

     Corporate Governance Guidelines

Introduction

The Nominating and Corporate Governance Committee (the "Committee") of the Board of Directors (the "Board") of Regis Corporation (the "Company") has developed, and the Board has adopted, the following Corporate Governance Guidelines (the "Guidelines") to assist the Board in the exercise of its responsibilities and to serve best the interests of the Company and its stockholders. The Guidelines should be interpreted in the context of all applicable laws and the Company's Articles of Incorporation (as restated and amended), bylaws and other corporate governance documents. The Guidelines are intended to serve as a flexible framework within which the Board may conduct its business and not as a set of legally binding obligations. The Board may modify the Guidelines from time to time.

Composition of the Board

 1. Classification and Definition of Directors.

The principal classifications of Directors are "Independent", "Management", and "Non-Management". The Board has delegated to the Committee the responsibility for determining how a Director should be classified.

The term "Independent Director" describes Directors who (1) receive no direct or indirect compensation from the Company other than compensation for service as a director, and

(2) meet the "independence" definitions of the Securities and Exchange Commission

("SEC") and the New York Stock Exchange.

The term "Management Director" includes both present and former officers of the

Company who serve on the Board, if such persons, at any time as officers, are or were

compensated for devoting at least twenty-five percent (25%) of their time to the

Company.

The term "Non-Management Director" describes Directors who are not present or former Company officers but are not Independent because of a material relationship, former status of family membership, or for any other reason.

The Board believes that, as of the date of these Guidelines, there does not exist any

relationship between an Independent Director  and the Company that adversely affects the independent judgment or actions of the Director.

2. Board Size, Composition and Membership Criteria.

The Board believes that approximately 7 to 9 members is an appropriate size for the Board.  The Board must include a majority of Independent Directors. The Board expects to have among its members a limited number of Management Directors, including at least the Chief Executive Officer. The Committee annually reviews the appropriate skills and characteristics required of Board members in light of the current composition of the Board. This assessment includes issues of diversity, age and skills such as understanding of the retail industry, the hair care market, finance, accounting, marketing, technology, the international arena and other knowledge needed on the Board. The principal qualification of a Director is the ability to act effectively on behalf of all of the stockholders.

3. Selection of New Director Candidates and Extending the Invitation to a New

Potential Director to Join the Board.

The Board and stockholders who comply with the relevant provisions of the Company's bylaws are responsible for nominating candidates to become Directors. The Board has delegated to the Committee the responsibility for preparing a slate of Directors to be elected by the stockholders. It is expected that the Committee will have direct input from the Chairperson of the Board/Chief Executive Officer.   Input will also be solicited from the other members of the Board. Management and other external sources may also identify prospective Director nominees. The Committee's recommendations shall be submitted to the full Board for consideration and approval. The invitation to be a candidate to join the Board should be extended by the Committee Chairperson, who may choose to have the Chairperson of the Board/Chief Executive Officer participate in the invitation as well.

4. Director Orientation and Continuing Education

Director Orientation. The Board and the Company's management shall conduct a mandatory orientation program for new Directors. The orientation program shall include presentations by management to familiarize new Directors with the Company's strategic plans, its significant financial, accounting and risk management issues, its compliance programs, its Code of Business Conduct and Ethics, its principal officers, its internal and independent auditors and its General Counsel and outside legal advisors. In addition, the orientation program shall include a review of the Company's expectations of its Directors in terms of time and effort, a review of the Directors' fiduciary duties and visits to Company headquarters and, to the extent practical, certain of the Company's significant facilities. All other Directors are also invited to attend the orientation program.

 

Continuing Education. Each Director is encouraged to be involved in continuing director education on an ongoing basis to enable him or her to perform better his or her duties and to recognize and deal appropriately with issues that arise. Specifically, each Director is encouraged to attend, and at least one Director shall attend, an "ISS endorsed" director education program once every two years. In addition, each Director is expected to comply with all applicable New York Stock Exchange continuing education requirements. The Company shall pay all reasonable expenses related to continuing Director education.

5. Directors Who Change Their Present Responsibility.

The Board believes that individual Directors whose responsibilities outside of their involvement with the Company change from those held when they were last elected to the Board (except for internal promotions within their organization or other changes that do not compromise the individual Directors' qualifications for serving on the Board) should volunteer to resign from the Board, effective as of the next regularly scheduled meeting. It is not the Board's view that Directors who retire or change from the positions they held when they were last elected to the Board should necessarily leave the Board. There should, however, be an opportunity for the Board, with the assistance of the Committee, to review the continued appropriateness of Board membership under the changed circumstances.



¹ The Chairperson of the Board and the Chief Executive Officer may be the same individual or separate individuals (See #16 below).

6. Term Limits.

The Board does not believe it should establish term limits. Term limits could result in the loss of Directors who have been able to develop, over a period of time, increasing insight into the Company and its operations and an institutional memory that benefit the entire membership of the Board as well as management. As an alternative to term limits, the Committee shall review each Director's continuation on the Board at least once every three years. This will allow each Director the opportunity to conveniently confirm his or her desire to continue as a member of the Board and allow the Company to conveniently replace Directors who are no longer interested or effective.

7. Other Public Board Memberships.

Directors shall not serve on the boards of more than three other public corporations in addition to the Company's Board.  Directors shall consult with the Committee in advance of accepting an invitation to serve on the board of another public corporation to ensure that service on such other board does not interfere with the Director's service on the Company's Board or create a conflict of interest.  Additionally, the Committee shall continue to take into account the nature of and time involved in a Director's service on other boards in evaluating the suitability of individual Directors and making its recommendations to the Board.

8. Conflicts of Interest.

All Directors must comply with the applicable provisions of the Conflicts of Interest section of the Company's Code of Business Conduct and Ethics. If an actual or potential conflict of interest develops for any reason, including, without limitation, because of a change in the business operations of the Company or a subsidiary, or in a Director's circumstances, the Director should immediately report such matter to the General Counsel of the Company for evaluation. The General Counsel should report all such actual or potential conflicts of interest to the Committee for review and determination. A significant conflict must be resolved or the Director should resign.  If a Director has a personal interest in a matter before the Board, the Director shall disclose the interest to the Board, excuse himself or herself from participation in the discussion and shall not vote on the matter.

Operation of the Board

9. Directors' Responsibilities.

The principal responsibilities of the Directors are to oversee the management of the Company and to exercise their business judgment in a manner that they reasonably believe will serve the best interests of the Company's stockholders and the Company.   Directors have an obligation to become and remain informed about the Company and its business.  Directors should regularly attend meetings of the Board of Directors and all Board committees on which they serve.  Each Director is expected to prepare for meetings, by reviewing in advance the materials that are sent to them prior to the meetings.

Directors are also expected to promote the best interests of the Company's stockholders in terms of corporate governance, fiduciary responsibilities, compliance with applicable laws and regulations, and maintenance of accounting, financial and other controls.

10. Assessing the Board's and Its Committees' Performance.

With the goal of increasing the effectiveness of the Board and its relationship to management, the Committee is responsible for conducting an annual evaluation of the Board's performance as a whole.  This assessment should include such items as the frequency of Board and committee meetings and the contribution of the Board as a whole. Since the goal of the assessment is to increase the effectiveness of the Board, the Committee should review areas in which the Board and management believe the Board could make a greater contribution, and the assessment should be discussed with the full Board. The purpose of this process is to improve the effectiveness of the Board, not to focus on any individual Board members. The Committee, however, is empowered to review the performance and contribution of individual Directors and recommend the replacement of any Director who is not properly performing his or her duties.

11. Board Committees.

The Company has three Board committees: audit, nominating and corporate governance, and compensation. Each of these committees has a charter that has been approved by the Board.

The need for changes in the number, charters, or titles of Board committees will be reviewed annually by the Committee and then discussed with the Board. The Board has the flexibility to form a committee or to disband a current committee, as it deems appropriate. Subject to Board approval, the Committee is responsible, after consultation with the Chairperson of the Board/Chief Executive Officer, and with consideration of the desires of individual Board members, for the assignment of Board members to various committees and the selection of the committee Chairpersons. Only Independent Directors may serve on the audit, compensation, and nominating and corporate governance committees. Only Independent Directors may serve as the Chairperson of any committee.  The Board believes that it is desirable that committee assignments be rotated from time to time, but not on a fixed schedule. In certain instances it may be appropriate to maintain a Director's committee membership for a longer period of time than in other instances. The Chairperson of each committee should report to the Board, whenever appropriate, with respect to those matters considered and acted upon by his or her committee.

12. Frequency and Length of Committee Meetings.

Each committee Chairperson, in consultation with committee members and with input from management, will determine the frequency and length of committee meetings.

13. Committee Agendas.

The Chairperson of each committee, in consultation with committee members and appropriate members of management and staff, will develop the committee's agenda. At the beginning of each fiscal year, each committee will, to the best of its ability, issue a schedule of agenda subjects to be discussed in the ensuing year (to the extent that these can be foreseen). These agendas will be shared with the Board.

14. Selection of Agenda Items for Board Meetings; Annual Board Calendar.

The Chairperson of the Board/Chief Executive Officer, in consultation with the other Board members, will propose the agenda for each Board meeting. The Chairperson of the Board/Chief Executive Officer will consider (a) the items to be included; (b) the sequence of those items; (c) the approximate time to be devoted to each item; and (d) the materials to be provided to Directors regarding certain items, including what materials are to be sent in advance.  Each Board member is free to suggest the inclusion of item(s) on the agenda. The Chairperson of the Committee shall, at the beginning of each fiscal year, consult with the Chairperson of the Board/Chief Executive Officer about the routine corporate governance matters to be included in the "Board Calendar" for the year.

15. Board Materials Distributed in Advance.

Information and data that are important to the Board's understanding of the business of the meeting should, when practical, be distributed in writing to the Board before the Board meets. Management will make every effort to see that this material is as brief as possible while still providing the desired information. When advisable because of confidentiality concerns, management may elect not to provide sensitive material to the Board in advance of a meeting.

16. Selection of the Chairperson of the Board and the Chief Executive Officer.

The Board will remain free to select the Chairperson of the Board and Chief Executive Officer in any way it deems best for the Company at any point in time. The Board does not have a predetermined policy as to whether or not the roles of Chairperson of the Board and the Chief Executive Officer should be separate and, if the roles are to be separate, whether the Chairperson of the Board should be a Non-Management Director or a Management Director. The Committee shall make recommendations to the Board on these issues from time to time.

 

17. Executive Sessions of Non-Management Directors.

The Non-Management Directors will meet in executive session at least twice a year to discuss, among other matters, the performance of the Chief Executive Officer. Absent unusual circumstances, these sessions will be held in conjunction with regular Board meetings.  Executive sessions will be scheduled by the Chairpersons of the three standing committees.  The Non-Management Directors may meet with the Chief Executive Officer at any time.

18. Board Compensation.

The form and amount of Director compensation shall be determined by the Board. The Compensation Committee shall conduct an annual review of Director compensation. The Company seeks to attract exceptional talent to its Board. Therefore, the Company's policy is to compensate Directors at least competitively relative to comparable companies. The Compensation Committee shall consider that questions as to Directors' independence may be raised if Director compensation and perquisites exceed customary levels, if the Company makes substantial charitable contributions to organizations with which a Director is affiliated or if the Company enters into consulting contracts or business arrangements with (or provides other indirect forms of compensation to) a Director or an organization with which the Director is affiliated.

19. Stock Ownership.

In order to further align the interests of the Company's Directors and executive officers with the Company's stockholders, the Board has adopted stock ownership thresholds for the Company's Directors and executive officers.  Each Director is required to own common stock of the Company having a market value equal to or greater than three times the amount of the annual cash retainer paid by the Company to such Director as of the adoption of the Company's stock ownership requirement (April 2007).  The Chief Executive Officer is required to own common stock of the Company having a market value equal to or greater than five times the amount of his or her annual base salary as of the adoption of the Company's stock ownership requirement (April 2007).  Each Senior Executive Vice President is required to own common stock of the Company having a market value equal to or greater than three times the amount of the annual base salary of such Senior Executive Vice President as of the adoption of the Company's stock ownership requirement (April 2007).  Each Executive Vice President is required to own common stock of the Company having a market value equal to or greater than two times the amount of the annual base salary of such Executive Vice President as of the adoption of the Company's stock ownership requirement (April 2007).  The Chief Executive Officer and each current Senior Executive Vice President, Executive Vice President and Director shall have until May 1, 2012 to meet the ownership threshold applicable to him or her.  Newly elected Directors, a newly hired or appointed Chief Executive Officer and newly hired or appointed Senior Executive Vice Presidents and Executive Vice Presidents shall be required to own common stock of the Company having a market value equal to or greater than the applicable ownership threshold based on the amount of the annual cash retainer paid by the Company or the amount of his or her annual base salary as of the date as each is newly elected, hired or appointed, as applicable, and shall have five years from the date of his or her election, hire or appointment to meet the applicable ownership threshold.  At its discretion, the Committee may evaluate, for any one individual or for all persons subject to such ownership thresholds, whether such ownership thresholds should be modified or waived because of personal circumstances, market circumstances or any other factors the Committee deems relevant to its determination.

Board Interaction with Management

20. Presentations.

It is the sense of the Board that presentations by senior management help provide information to the Board and give Board members an opportunity to evaluate these persons.

21. Attendance of Non-Directors at Board Meetings.

The Board specifically encourages management, from time to time, to bring into Board (or into separate committee) meetings managers who

a. can provide additional insight into the items being discussed because of personal involvement in these areas; and/or

b. appear to management to be persons with future potential who should be given exposure to the Board.

Such non-Directors may attend part or all of a Board meeting.

22. Formal Evaluation of the Chief Executive Officer.

The Compensation Committee should annually evaluate the Chief Executive Officer.  The evaluation of the Chief Executive Officer should be communicated to him or her by the Chairperson of the Nominating and Corporate Governance Committee.  The evaluation is to be used by the Compensation Committee in determining the compensation of the Chief Executive Officer. The evaluation should be based on objective criteria to include the performance of the business, accomplishment of reported goals and long term strategic objectives and the development of management.

 

23. Succession Planning.

The Chief Executive Officer is responsible for developing and maintaining a process for advising the Board on succession planning for himself or herself and other key senior leadership positions. The Chief Executive Officer shall prepare an annual report on such matters for the Board. There shall also be available, on a continuing basis, recommendations from the Chief Executive Officer and the Chairperson of the Board regarding his or her (if the same individual) or their (if separate individuals) successors should he, she or either of them be disabled unexpectedly. Should a succession of the Chief Executive Officer occur, the Board shall manage the process of identifying and selecting the new Chief Executive Officer.

24. Management Development.

There shall be an annual report to the Board by the Chief Executive Officer on the Company's program of management development. This report should be given to the Board at the same time as the succession planning report.

25. Board Access to Senior Management and Independent Advisors.

Board members should have complete access to the Company's senior management and are encouraged to make regular contact. Board members are normally expected to inform the Chief Executive Officer prior to contacting other members of management on any substantive matter, if the contact could be perceived as infringing on the responsibilities of the Chief Executive Officer. Members, however, are not expected to inform the Chief Executive Officer that they are contacting other members of management regarding the normal activities of their Board committees. The Board and each of the Board's Committees shall have the authority to, as necessary and appropriate, retain independent advisors and consultants at the expense of the Company.

26. Board Communications.

The Board believes that the Chief Executive Officer and his or her designees speak for the Company. Directors should not speak for the Company unless requested to do so by the CEO or the CEO has approved of the communication.  Individual Board members, may from time to time meet or otherwise communicate with various constituencies that are involved with the Company. It is, however, expected that Board members would do this with the knowledge of management and, in most instances, at the request of management.