to corporate governance
ADOPTED APRIL 25, 2007
Board of Directors (the “Board”) of Steiner
Leisure Limited (the “Company”) has adopted
these policies and principles to serve the best interests
of the Company and its shareholders.
Selection of Chairman and Chief Executive Officer
The Chairman of the Board may, but is not required to,
also hold the office of the Chief Executive Officer. The
offices of Chief Executive Officer and Chairman of the
Board shall be separately evaluated by the Board each year.
2. Board Committees
The Board shall have the following Committees: Audit,
Compensation and Governance and Nominating.
The Board may form new committees or disband a current
committee. The Governance and Nominating Committee,
Compensation Committee and Audit Committee shall each be
composed exclusively of independent directors. There
shall be charters for each of these committees, which
define their respective functions and responsibilities.
3. Assignment of Committee Members
The Board shall appoint members of its committees on an
annual basis. The Governance and Nominating Committee
shall be responsible for reviewing and recommending to the
Board the composition, organization and responsibilities of
the Board’s committees. As part of that
process, the Governance and Nominating Committee shall
evaluate the eligibility of Board members for membership in
the respective Board committees. The full Board is
ultimately responsible for determining committee
eligibility and membership.
The Chair of the respective committee shall set the
agenda for each such committee meeting.
Selection of Agenda Items for Board Meetings
The Governance and Nominating Committee shall prepare a
master agenda setting forth an agenda of items to be
considered by the Board at each of its regular meetings
during the year. Each Board member may suggest
inclusion of items on the agenda and may raise at any Board
meeting subjects that are not specifically on the agenda
for that meeting.
6. Board Materials
Distributed in Advance
The Board shall be informed in advance of all major
proposals to be presented for its consideration and shall
have an opportunity to make meaningful and deliberate
contributions to the decision-making process. To
further this policy, and to the extent practicable,
information and data that is deemed important to the
Board’s understanding of the business shall be
distributed in writing to the Board for review prior to the
Board meeting at which such matters will be considered.
Management shall make every attempt to see that this
material is brief while still providing the desired
information. On occasions where the subject matter is
too sensitive to be put on paper, certain proposals will be
discussed at the meeting without advance written
information pertaining thereto.
Attendance of Non-Directors at Board Meetings
The Corporate Secretary - General Counsel and such
executive officers of the Company as the Board may request,
shall attend Board meetings, excluding its executive
8. Executive Sessions of
Each Board meeting shall include an executive session of
all non-management directors without the Chief Executive
Officer present at the end of each regular meeting of the
Board. These sessions shall be chaired by the Chair
of the Governance and Nominating Committee.
Board Access to Senior Management and Outside Advisors
Board members shall have complete access to the
Company’s senior management as well as its outside
counsel and auditors, and, as necessary or appropriate, its
own independent advisors.
director is expected to become familiar with the condition
and operations of the Company through Board and Committee
meetings, by inquiry and by personal observation, including
visits to Company facilities. In addition, it is the
responsibility of the Chief Executive Officer to facilitate
constructive interaction between the Board and management
of the Company.
10. Board Compensation
The Compensation Committee is responsible for approving
and recommending to the Board all compensation plans for
members of the Board.
11. Independence of Non-Management Directors
A majority of the Board shall consist of outside
directors who meet the independence standards of the Nasdaq
Stock Market. No member of Company management will
serve on the board of directors or a similar body of an
entity of which any independent director of the Company is
an executive officer or (other than in the case of a not
for profit entity) where a conflict of interest exists or
could reasonably be perceived to exist.
The Governance and Nominating Committee
shall review and recommend the composition, organization
and responsibilities of the Board. The ultimate
responsibility for selection of new director candidates
shall reside in the Board. The screening process for
that responsibility shall be delegated to the Governance
and Nominating Committee, which shall review candidates for
election as directors and annually recommend a slate of
directors for approval by the Board and election by the
13. Assessing the Board’s
The Governance and Nominating Committee shall, annually,
evaluate and report to the Board on the performance and
effectiveness of the Board to facilitate the directors
fulfilling their responsibilities in a manner that serves
the interests of the Company’s shareholders.
The Board is responsible for assuring that the status of
organizational strength and succession planning is equal to
the requirements of the long-range goals of the Company and
the Company has sufficient organizational strength
in management to achieve its short- and long-term goals.
The Chief Executive Officer shall, annually, present to
the Board an evaluation of the pace, direction and
organizational strength of the Company and see that the
Company has an effective corporate top management team,
with provisions for succession.
The Board is required to review this presentation to
determine whether management succession is properly being
provided so that the status of organizational strength and
succession planning is equal to the requirements of the
long-range goals of the Company.
Interaction with Institutional Investors, the Press,
The Chairman of the Board, Chief Executive Officer and
Chief Financial Officer shall serve as the chief
spokespeople for the Company and thereby see that the
Company is properly represented to its various publics.
16. Orientation and Continuing Education
New directors shall participate in an orientation
program that includes discussions with senior management
and background materials on the Company’s plans,
organization and financial statements. Board members are
encouraged to obtain appropriate continuing education with
respect to their duties as directors of the Company and the
Company will provide reimbursement for reasonable expenses
in connection with such continuing education.