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.
PROCEDURES FOR RECEIVING COMPLAINTS
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.
PROCEDURES FOR TREATING COMPLAINTS
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):
3. the Committee may investigate the complaint on its own or with the assistance of the Company's outside legal counsel;
4. the Committee may retain an outside party to investigate the complaint; or
5. 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.
6. 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.
7. 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.
PROCEDURES FOR RETAINING COMPLAINTS
The Chairperson of the Committee 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.