Audit Committee Complaint Procedures
The Audit Committee (the Committee) of the Board of Directors of Regis Corporation (the Company) has established the following procedures for (i) the receipt, treatment and retention of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and (ii) the confidential, anonymous submission by the Company's employees of concerns regarding questionable accounting or auditing matters. These procedures should be read in conjunction with the Company’s Code of Business Conduct and Ethics.
PROCEDURES FOR RECEIVING COMPLAINTS
1. The Company publishes, on its website, mail (Attention: Senior Vice President, General Counsel and Secretary, Regis Corporation, 3701 Wayzata Boulevard, Suite 500, Minneapolis, MN 55416) and a toll-free telephone number (Ethics Hotline 888-760-3141) 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 Senior Vice President, General Counsel and Secretary. The Senior Vice President, General Counsel and Secretary 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 Senior Vice President, General Counsel and Secretary shall send copies of the complaint to the Company’s Chief Executive Officer.
PROCEDURES FOR TREATING COMPLAINTS
1. The Senior Vice President, General Counsel and Secretary or his/her designee shall evaluate each complaint promptly. The Senior Vice President, General Counsel and Secretary 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 Senior Vice President, General Counsel and Secretary or designee may elect to investigate the complaint in one of the following ways (or in another agreed-upon manner with the Committee):
- investigate the complaint on its own or with the assistance of the Company's outside legal counsel;
- retain an outside party to investigate the complaint; or
- 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 ninety (90) 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 may 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.
PROCEDURES FOR RETAINING COMPLAINTS
The Senior Vice President, General Counsel and Secretary will be responsible for ensuring that all complaints received by the Committee, together with all documents pertaining to the investigation of the complaint, are retained for at least five years.