Statement by Eric Bakken
In 1922, Paul and Florence Kunin founded the company that later became Regis Corporation, and committed their lives to helping people feel good and look their best. Today, Regis employees strive to maintain the commitment of our founders by sharing a passion for our customer, quality work, respect and teamwork, as well as friendliness and fun.
As part of our day-to-day responsibilities, we all make decisions that may impact our financial statements, others in the Company, our community, or our own personal beliefs. Behaving ethically and with integrity is essential to maintaining our reputation as a great place to work, ensuring that each of our customers receives a best-in-class salon experience every time, and being a responsible corporate citizen to our community and shareholders.
Because we place such a high priority on our ethical conduct, I ask that each of you read our Code of Business Conduct and Ethics and think about how it applies to your role within the Company. In addition, if you ever suspect unethical or illegal business practices, it is your responsibility to report it using one of the methods outlined in the Code of Business Conduct & Ethics.
Every employee worldwide has access to the Code of Business Conduct and Ethics. Each year you may be asked to sign an acknowledgement of your commitment to living by this code.
Remember, you make the Regis Family of Brands the best salon group in the world. I genuinely appreciate your commitment to upholding our high standards of business conduct and ethics.
EVP, COO, General Counsel and Business Development
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.
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;
· 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.
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.
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.
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, its employees or 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.
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.
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.
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.
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.
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.
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.
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.
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.