CHICO S FAS, INC. CORPORATE GOVERNANCE GUIDELINES. The Board may review and revise these guidelines from time to time as necessary.

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1 CHICO S FAS, INC. CORPORATE GOVERNANCE GUIDELINES Introduction The Board of Directors (the Board ) of Chico FAS, Inc. (the Company ) has developed corporate governance guidelines to help it fulfill its fiduciary responsibilities to the Company s stockholders and provide it with the necessary authority and practices to guide and oversee the Company's business operations and to make decisions that are independent of the Company's management. The Board may review and revise these guidelines from time to time as necessary. Role of the Board The primary responsibilities of the Board of Directors are to provide oversight, counseling, and direction to the Company s executive management concerning the long-term interests of the Company and its stockholders. The Board, in carrying out its duties, also may consider the interests of other constituencies, including employees, suppliers, customers and the communities in which the Company does business. The Board s responsibilities include: selecting, regularly evaluating the performance of, and approving the compensation of the Chief Executive Officer and other senior executives; planning for succession with respect to the position of Chief Executive Officer and monitoring management s succession planning for other senior executives; reviewing and, where appropriate, approving the Company s major financial objectives, strategic and operating plans and actions; (d) overseeing the conduct of the Company s business to evaluate whether the business is being properly managed and whether proper internal controls are in place and effective; and (e) overseeing the processes for maintaining the Company s integrity with regard to its financial statements and other public disclosures and compliance with law and ethics. The Board also play an important role in overseeing management s identification, assessment, and mitigation of material enterprise-wide risks. The Board has delegated oversight of certain material enterprise-wise risks to its Committees. In particular, the Audit Committee assists the Board in fulfilling its oversight responsibility relating to the performance of the system of internal controls, legal and regulatory compliance, the audit, accounting and financial reporting processes, and the Company s enterprise risk management process. The Compensation and Benefits Committee is responsible for overseeing the management of risks relating to compensation programs. The Corporate Governance and Nominating Committee oversees risks associated with corporate governance, business conduct, and ethics. The Merchant Committee oversees risks associated with the fashion, fit, and quality of merchandise for each of our brands. Rev. June 2015 Page 1

2 In fulfilling these responsibilities, directors may ask questions and request information from management and may retain such outside advisors and auditors as they deem appropriate. The Board may reasonably rely on the information provided to them by the Company s senior executives and its outside advisors and auditors. The Board is authorized to delegate some of its responsibilities to committees of the Board. Composition and Qualifications of the Board of Directors Size of the Board. As provided by the Company's By-laws and by resolution of the Board, the current number of Board members can vary between three and twelve. The Corporate Governance and Nominating Committee and the Board will periodically evaluate the appropriate size of the Board and make any changes it deems appropriate. Election of Directors. Pursuant to the Company s Articles of Incorporation, as amended from time to time, in an uncontested director election, the vote required for the election of a director by stockholders shall be the affirmative vote of a majority of votes cast with respect to the director nominee. If an incumbent director does not receive the required number of votes in an uncontested director election, that director is expected to submit to the Board his or her offer to resign from the Board promptly following the certification of the stockholder vote. The Company s Corporate Governance and Nominating Committee shall promptly consider the resignation, evaluate the circumstances and make a recommendation to the Board of the action to be taken with respect to the offer to resign. The Board shall promptly consider the Corporate Governance and Nominating Committee s recommendation and determine whether or not to accept the director s offer to resign. Following the Board s determination, the Company shall promptly, but no longer than ninety days after the certification of the vote, publicly disclose in a document filed or furnished with the SEC the Board s decision regarding the offer to resign. If the Board decides not to accept the resignation, then the public disclosure shall include the Board s reasons for not accepting the resignation. If the Board accepts a director s resignation, or if a nominee for director is not elected and is not an incumbent director, then the Board may take any such action allowed pursuant to the Company s Articles of Incorporation and By-laws. Any director who does not offer to resign as required will not be re-nominated for any additional term. Mix of Management Directors and Independent Directors. The Board aspires to have approximately 75% of its members as independent directors as defined under SEC and NYSE rules, although the actual percentage may vary as circumstances require. In order for a nominee to be considered an independent director, the Board must affirmatively determine that the director has no material relationship with the Company or its subsidiaries. Rev. June 2015 Page 2

3 Any director who is also an officer of the Company is considered a management director ( Management director ). The Board may also consist of directors who are not officers or associates of the Company but who are also not considered independent (these directors along with the independent directors are considered Non-Management directors). The Board shall review annually the relationships that each director has with the Company. Following such annual review, only those directors who the Board affirmatively determines have no material relationship with the Company will be considered independent directors, subject to additional qualifications prescribed under the listing standards of the NYSE or under applicable law. The Board has established the following guidelines to assist in making their independence determination: 1. A director shall not be independent if: (i) the director is employed by the Company or was employed by the Company at any time within the preceding three years; (ii) an immediate family member of the director is employed by the Company as an executive officer or was employed by the Company as an executive officer at any time within the preceding three years; (iii) the director received, during any twelve month period within the preceding three years, more than $120,000 in direct compensation from the Company, other than director and committee fees, pension, or other deferred compensation for prior service (provided such compensation is not contingent in any way on continued service); (iv) the director is a current partner or employee of the Company s then current independent internal or external auditor; (v) an immediate family member of the director is employed by the Company s then current independent internal or external auditor and participates in such auditor s audit, assurance or tax compliance (but not tax planning) practice; (vi) the director or an immediate family member of the director was, within the preceding three years (but is no longer), a partner or employee of the Company s independent internal or external auditor and personally worked on the Company s audit during such time; or (vii) the director or an immediate family member of the director is, or has been within the preceding three years, employed as an executive officer of another company where any of the Company s then present executive officers at the same time serves or served on that other company s compensation committee. 2. The following business or charitable relationships shall not be considered to be material relationships that would impair a director s independence: (i) if a director is an executive officer or employee, or if the immediate family member of the director is an executive officer, of another company that does business with the Company and the annual sales to, or purchases from, the Company are less than the greater of $1 million or two percent of the consolidated annual gross revenues of the company for which he or she serves as an executive officer or employee; (ii) if a director is an executive officer of another company which is indebted to the Company, or to which the Company is indebted, and the total amount of either company s indebtedness to the other is less than one percent of the total Rev. June 2015 Page 3

4 consolidated assets of the company for which he or she serves as an executive officer; (iii) if a director is an officer of a charitable organization, and the Company s discretionary charitable contributions to the organization are less than $1 million or two percent of that organization s total annual charitable receipts; and (iv) if a director serves as a director or trustee of a charitable organization, and the Company s discretionary annual charitable contributions to the organization do not exceed the greater of $200,000 or 5% of that organization s total annual charitable receipts. (Any automatic matching of employee charitable contributions will not be included in the amount of the Company s contributions for the purpose of items (iii) and (iv).) Items (iii) and (iv) above recognize the Board s view that its members should not avoid volunteering as directors or trustees of charitable organizations and that the Company should not cease ordinary course contributions to organizations for which a director has volunteered. 3. For relationships the character of which are not included in the categories in paragraphs 1 and 2 above, the determination of whether the relationship is material or not, and therefore whether the director would be independent or not, shall be made by the directors who satisfy the independence guidelines set forth in paragraphs 1 and 2 above. 4. The Board shall annually review all business and charitable relationships of directors, and whether directors meet these categorical independence tests shall be made public annually. The Company shall make appropriate disclosure of the basis for any Board determination that a relationship was immaterial despite the fact that it did not meet the categorical standards of immateriality in paragraph 2 above. (d) (e) Qualifications of Board Members. All Board members are expected to possess certain core competencies, some of which may include one or more of the following: experience in retail, consumer products, international business/markets, real estate, store operations, logistics, product design, merchandising, marketing, general operations, strategy, human resources, technology, media or public relations, finance or accounting, or experience as a chief executive officer or a chief financial officer. In addition to having one or more of these core competencies, Board member nominees are to be identified and considered on the basis of knowledge, experience, ethics, integrity, diversity, leadership, reputation, the ability to understand the Company's business, and the willingness to contribute with other directors and with management. Nominees are to be screened to ensure each candidate has qualifications that complement the overall core competencies of the Board and will help to create an outstanding, dynamic and effective Board. The screening process includes conducting a background evaluation and an independence determination. Selection of Board Members. The Corporate Governance and Nominating Committee, has the responsibility to identify, screen, and recommend qualified candidates to the Board. Qualified new candidates may be interviewed by the Board Chair, the Chair of the Corporate Governance and Nominating Committee, any of the other independent Rev. June 2015 Page 4

5 directors, or the CEO and/or the President of the Company. Certain other directors and members of management may interview each candidate as requested by the Chair of the Corporate Governance and Nominating Committee. The selection of any person to fill a vacancy on the Board or to be nominated for election at a meeting of the Company s stockholders shall be voted upon by the full Board. Training and Evaluation of the Board of Directors Orientation for New Directors. The Company will provide access to appropriate orientation programs, sessions and/or materials for new directors of the Company for their benefit either prior to or within a reasonable period of time after their nomination or election as a director. This orientation will include written materials, meetings with key management, visits to the National Store Support Center and, to the extent appropriate, visits to other significant facilities and stores. All other directors may attend any such orientation sessions. Performance Evaluation. The Board, led by the Corporate Governance and Nominating Committee, will annually conduct a self-evaluation to determine whether the Board and its committees are functioning effectively. The full Board will discuss the evaluation to determine what action, if any, could improve Board and committee performance. Continuing Education. Board members are encouraged to attend appropriate continuing education seminars or programs that would be beneficial to the Company and the directors' service on the Board. The Company shall reimburse Board members for the reasonable costs of attending such continuing education seminars or programs. Board of Directors Guidelines Retirement Age; Director Emeritus. Although the Board is not establishing a mandatory retirement age for its Non-Management directors, the Board believes that 75 may be an appropriate age for Non-Management directors to consider retirement. Accordingly, a Non-Management director who has turned 75 will meet with the Corporate Governance and Nominating Committee at least four months prior to the next Annual Meeting at which the director s seat is next up for election to consider retirement from the Board and to discuss with the Board whether the Board wishes to consider appointment of such director to the capacity of a director emeritus upon the expiration of such director s term of office. The designation is made only by the Board and is reserved for directors with the ability to make a unique contribution to the Board in the role of director emeritus. A director emeritus would serve at the pleasure of the Board, without compensation other than reimbursement of expenses. A director emeritus may be invited to attend regular Board meetings but would have no vote on any Board matters. Change of Status. Directors are expected to report significant changes in their primary business or professional status, including retirement, to the Chair of the Board and the Chair of the Corporate Governance and Nominating Committee. In the event a Non- Management director experiences a material change in his or her employment status, the Rev. June 2015 Page 5

6 director shall advise the Board and submit to the Board an offer letter of resignation, subject to Board acceptance. The Corporate Governance and Nominating Committee will consider the Non-Management director s offer of resignation and will recommend to the Board the action to be taken. The Board shall act promptly with respect to each such letter of resignation and shall promptly notify the director concerned of its decision. Management directors are also expected to tender their resignation from the Board at the time they cease to be an executive officer of the Company. (d) (e) (f) (g) Term Limits. There will be no specific term limits for directors. Directors who have served on the Board for an extended period of time are in a position to provide valuable insight into the operations and future of the Company based on their experience with and understanding of the Company's history, policies, and objectives. The Board believes that, as an alternative to term limits, it can ensure that the Board continues to evolve and adopt new viewpoints through the evaluation and selection process described in these guidelines. Stock Ownership. The Board encourages each Board member to achieve an ownership level in the stock of the Company worth at least three (3) times the annual base retainer then in effect pursuant to the Company s Stock Ownership Guidelines. Other Public Company Directorships. The Company does not have a specific policy as to the number of other public company boards a director may sit on, because individual circumstances may vary. A director that is a member of the Audit Committee cannot sit on more than three public company audit committees, unless the Board determines that such simultaneous service would not impair the ability of such director to effectively serve on the Company s Audit Committee. However, when a director has been invited to join another public company board, he or she is expected to inform the Chair and the Chair of the Corporate Governance and Nominating Committee and consider the nature of and time commitment of such an appointment. Board members may not serve on boards of the Company's competitors, unless approved by the Board. The Corporate Governance and Nominating Committee considers these matters when evaluating and nominating directors for reelection. The Chair, the CEO, the President, and the Chief Financial Officer must obtain approval from the Board to serve as a director on any other for-profit board. Independent Advisors. The Board and each committee of the Board shall have the power to hire independent legal, financial, or other advisors at any time, as they deem necessary and appropriate to fulfill their Board and committee responsibilities with due regard for cost, without the need to obtain the prior approval of any officer of the Company. The Secretary or Treasurer of the Company will arrange for payment of the invoices of any such third party. Board Access to Senior Management. Board members have complete access to the Company's management and associates. It is assumed that Board members will use judgment to ensure that contacts with management outside of Board meetings are not distracting to the business operations of the Company. Board members should also feel Rev. June 2015 Page 6

7 free to request the attendance at Board meetings of management or associates who can provide additional insight into items being discussed. Compensation of the Board of Directors (d) (e) Board Compensation Review. The Company believes that compensation for Non- Management directors should be competitive and should encourage increased ownership of the Company s stock through the payment of a portion of director compensation in Company stock, options to purchase Company stock, or similar compensation. The Compensation and Benefits Committee will periodically review, and make recommendations to the Board about, the level and form of the Company s director compensation, including how such compensation relates to director compensation of companies of comparable size, industry and complexity. Director compensation must be approved by the full Board. Director Compensation. Non-Management directors receive annual retainers and stock options, restricted stock, restricted stock units, or similar equity-based awards in amounts designed to provide Non-Management directors with total compensation between the 50 th -75 th percentile of director compensation for the Company s peer group; all as more fully described each year in the Company s Proxy Statement. The Board may award any Non-Management director additional equity compensation as determined by the Board from time to time. Travel. All Non-Management directors are reimbursed for their travel expenses related to attending Board, committee or Company business meetings. Alternatively, the Company can make the travel arrangements. Discount. All directors and their immediate families are eligible to receive associate discounts on Company merchandise in accordance with the Company s then existing associate discount for headquarters associates. Insurance. The Company shall purchase directors and officers liability insurance on the directors behalf and provide indemnification and exculpation to the fullest extent permitted by law, the Company s charter and By-laws, and any indemnification agreements, as applicable. Non-employee directors may elect to participate in the Company s health insurance program with coverage provided for the director and his or her dependents. The Company shall pay for the costs of this insurance. Board Committees Existing Committees. The current committees are: (1) Audit; (2) Compensation and Benefits; (3) Corporate Governance and Nominating; (4) Merchant; and (5) Executive. The Audit, Compensation and Benefits, and Corporate Governance and Nominating Committees must be composed entirely of independent directors. The Executive Committee and Merchant Committee may be composed of Management and Non- Rev. June 2015 Page 7

8 Management directors. The Board annually appoints Committee members and Chairs, upon the recommendation of the Corporate Governance and Nominating Committee. (d) (e) (f) (g) Audit Committee. The Audit Committee assists the Board in fulfilling its oversight responsibilities relating to the integrity of the financial statements, internal controls, the Company s risk management process, compliance with legal and regulatory requirements, the independent auditor's qualifications, independence, and performance, the performance of the internal audit function, and such other matters as formalized in the Audit Committee Charter. Compensation and Benefits Committee. The Compensation and Benefits Committee establishes the Company s overall compensation philosophy, evaluates and determines compensation policies for all senior management, recommends compensation for Non- Management directors, advises the Board and senior management on policy and strategy regarding succession planning and the development and retention of senior executives and management teams, and handles such other matters as formalized in the Compensation and Benefits Committee Charter. Corporate Governance and Nominating Committee. The Corporate Governance and Nominating Committee makes recommendations to the Board on all matters concerning corporate governance and directorship practices as set forth in the Corporate Governance and Nominating Committee Charter. Executive Committee. The Executive Committee consults with and advises the officers of the Company in the management of its business and may exercise such powers of the Board as may be lawfully delegated by the Board. Merchant Committee. The Merchant Committee consults with and advises the Company on matters concerning the Company s products for each of its brands. Additional Committees. The Board may, from time to time, establish or maintain additional standing or single-purpose committees as it deems appropriate. The Board may delegate to such committees all necessary authority, to the fullest extent and as permitted by applicable laws and the Company s By-laws, as the Board sees fit. Board and Committee Meetings Meeting Schedules and Agendas. Generally there are four to six regularly scheduled Board meetings during each fiscal year. Additional meetings may be scheduled as necessary. The Board may increase or decrease the number of regularly scheduled meetings as it deems reasonably appropriate. The Chair of each committee, in consultation with the committee members and senior management, will determine the frequency and length of the committee meetings consistent with any requirements set forth in the respective committee s charter. The Chair, CEO, and Corporate Secretary shall establish the agenda for each Board meeting. The Chair of each committee, in consultation with the appropriate members of the committee and management, will Rev. June 2015 Page 8

9 determine the agendas for the meetings of the committees. Each Board member is encouraged to suggest agenda items for Board and committee meetings in advance. (d) (e) (f) (g) (h) Strategic Planning Sessions. Annually, the Board and invited management associates meet to review and approve the Company's overall strategic and long range plans as well as the strategic and long range plans of each of the corporate functions and brands. Approval of Annual Capital Budgets and Operating Plans. The Board approves the annual operating plan and capital budget for each fiscal year and monitors the Company s performance relative to the Company's plan and budget. Distribution and Review of Materials; Staying Abreast. Detailed and updated financial and business information is distributed in writing to the Board every month. During those months when there is a scheduled Board or committee meeting, these materials are distributed approximately one week prior to the meeting along with written materials regarding other planned presentations. The presentation materials allow for proper preparation and consideration of the subject matter before the Board or committee meeting. Board members are expected to have read the material in advance of the meeting. On those occasions in which the subject matter is very sensitive or unavoidable time constraints do not allow for prior preparation of written materials, the subject will be presented at the meeting. In addition, directors should stay abreast of the Company s business and markets, and as appropriate, attend events or take other actions they deem appropriate to enhance the Company s business and their effectiveness as directors. Attendance of Directors and Non-Directors at Board and Committee Meetings. Board members are expected to attend all meetings of the Board and committees on which they sit, in their entirety, to spend the time needed in preparation for such meetings and to meet as frequently as they deem necessary to properly discharge their responsibilities. In the event a Board member is not able to attend a meeting in person, he or she may attend the meeting by videoconference or teleconference. As the Board deems appropriate, non- Board members who are employed by the Company may be invited to attend portions of each Board or committee meeting. Meetings of Independent Directors. Periodically, the non-management directors shall meet in executive sessions, without management present. Conflicts of Interest. With respect to any matter under discussion by the Board, directors must disclose to the Board any potential conflicts of interest they may have, and, if appropriate, refrain from participating in the discussions and voting on a matter in which they may have a conflict. Boardroom Confidentiality. The Board believes that confidentiality is essential for an effective Board process. Each director has the responsibility to respect the confidentiality of all discussions that take place in the boardroom during all Board and Board committee meetings. Directors shall not engage in discussions with outsiders regarding matters discussed at Board or Board committee meetings unless specifically requested to do so by Rev. June 2015 Page 9

10 Leadership the CEO or the Board. Where it is necessary for independent directors to speak on behalf of themselves or the Company on matters discussed during Board or Board committee meetings, the Board shall designate one or more independent director as spokesperson(s). In all cases regarding suspected breaches of the obligation of boardroom confidentiality, the Board shall decide, with the advice of counsel, on an appropriate course of action. Chair, Vice-Chair and CEO Selection. The Board, taking into account the recommendation of the Corporate Governance and Nominating Committee and the Compensation and Benefits Committee, selects the CEO, the Chair, and the Vice-Chair (if any) in the manner that it determines to be in the best interests of the Company. Lead Director at Independent Sessions. When the Board Chair is not an independent director, the Board endorses the role of a lead outside director, to be elected by the independent directors. The lead outside director (the Lead Director ) shall serve as the focal point for outside directors communicating with the CEO, or other outside directors, and coordinating feedback to the CEO on behalf of outside directors regarding business issues and board management. At every Independent session of the Board, the Lead Director will lead the session. The Lead Director shall be elected for a one-year term promptly following each annual meeting of the Board and Lead Directors may succeed themselves and there shall be no limit on the number of successive terms. Succession Planning. The Board, with the assistance of the Compensation and Benefits Committee, is responsible for CEO succession planning. The CEO is responsible for and reports periodically to the Board on succession plans for certain key officers and makes recommendations to the Board regarding the CEO's succession. Miscellaneous The Board, with the assistance of the Corporate Governance and Nominating Committee, as appropriate, shall periodically review these Corporate Governance Guidelines to determine whether any changes are appropriate. Rev. June 2015 Page 10

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