Home > Investor Relations > Corporate Governance > Technology Committee Charter

Technology Committee Charter

Purpose

The purpose of the Technology Committee (the “Committee”) of the Board of Directors (the “Board”) of Regis Corporation (the “Company”) is to assist the Board by overseeing the Company’s technology strategy and planning, investments, the prioritization, degree and pace of innovation, and related business purposes.

Composition

The Committee shall be composed of at least three members of the Board, 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 and shall serve until their successors shall be duly elected and qualified.  The Board may remove members of the Committee with or without cause.

Responsibilities

1. Review and recommend the Company’s technology strategy and planning to ensure the continuous flow of innovative, differentiated, leadership products in the markets currently served by the Company.

2. Review and recommend new technology development, and plans for insertion of new technology into the long-range strategic plan.

3. Review and recommend major competitive moves such as disruptive products and technology and review the Company’s response plans.

4. Review the adequacy of the processes, tools, facilities and technology leadership connected with product and technology development.

5. Review and recommend the costs, benefits and risks associated with significant technology investment and/or deployment.

6. Review and recommend the prioritization, degree and pace of such technological innovations.

7. Recommend any capital expenditures required in the above matters.

Procedures

1. Meetings
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.

3. Charter
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. Outside Advisors
The Committee shall have the resources and authority appropriate to discharge its duties and responsibilities, including the authority to retain independent experts or consultants.

5. Action
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.

Last updated July 2018