Governance and Ethics

This section describes Ross’ corporate governance and ethical practices that were developed to fulfill our commitment to operating with the highest integrity.

Corporate Governance

Ross’ corporate governance practices and policies have been developed in accordance with high standards of integrity. They cover the Board of Directors’ governing principles and expectations regarding ethics for Ross executives, Associates, and business partners. More details can be found in the Investors section of our website. Details regarding the Corporate Governance framework can be found in the most recent Proxy Statement filed on April 5, 2022 with the U.S. Securities and Exchange Commission (SEC).

Board of Directors

Following the May 19, 2021 Annual Meeting, our Board of Directors consisted of eleven directors, the majority of whom are independent based on the applicable Nasdaq listing standards. We have an increasingly diverse Board, including our female Chief Executive Officer and multiple female directors.

The Board has adopted a Code of Ethics for Senior Financial Officers; a Code of Business Conduct and Ethics that applies to all of our employees, officers, directors, and business partners; and Whistleblowing and Complaint Policy and Procedures.

During fiscal year 2021, the Board held five meetings. No incumbent member of the Board, while serving in such capacity, attended fewer than 75 percent of the total number of Board meetings and applicable committee meetings held during the year. During the same fiscal year, the independent directors held five meetings in executive session without management.

Board Director Nomination Process

The Nominating and Corporate Governance Committee is responsible for evaluating the qualifications, independence, and skill of all candidates for election to the Board. The Nominating and Corporate Governance Committee has a policy with regard to the assessment of director candidates, including candidates recommended by stockholders.

Ross seeks to promote diversity, including gender and racial/ethnic diversity, within the Company and the corporate boardroom. In the event that the Nominating and Corporate Governance Committee determines to recruit candidates from outside the Company as potential nominees to join the Board, the initial candidate pool will include qualified female and racially/ethnically diverse candidates, and any third-party search firms will be instructed to include such candidates. Following the May 19, 2021 Annual Meeting, our eleven directors included five female directors and one racially/ethnically diverse director.

Board Committees

At all times, the Board has an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee.

The Audit Committee assists the Board with fulfilling its responsibility for oversight of the quality and integrity of the accounting, auditing, and financial reporting practices of the Company and such other duties as directed by the Board. The Audit Committee held nine meetings in fiscal year 2021.

The Compensation Committee carries out the responsibilities of the Board relating to oversight and direction of the compensation of the Company’s executives, including the compensation of the Company’s Chief Executive Officer. The Committee oversees and administers the policies and plans that govern the cash, equity, and incentive compensation of the executive officers and non-employee directors of the Company. The Compensation Committee held eleven meetings in fiscal year 2021.

The Nominating and Corporate Governance Committee assists the Board in evaluating qualified individuals to serve as directors of the Company. The Committee is also responsible for the development and the administration of the Company’s Corporate Governance Guidelines. The Nominating and Corporate Governance Committee held four meetings in fiscal year 2021.

Details regarding the functions and activities of each of these committees can be found in the most recent Proxy Statement filed on April 5, 2022 with the SEC.

Role of the Board and Committees in Supporting CSR

The Audit Committee assists the Board with oversight of the sustainability program and our approach to climate risks, and receives annual reports of the Company’s environmental sustainability efforts. Our Audit Committee also engages our management on regular updates regarding the Company’s environmental and sustainability efforts and the status of our initiatives.

The Company has separately established an Environmental Sustainability Steering Committee (ESSC), which comprises senior leaders from across the Company. The ESSC assists with identifying and managing risks and opportunities associated with climate change, informing and endorsing GHG emissions and waste reduction strategies, and identifying and supporting projects in pursuit of achieving those strategies. The ESSC also provides input to a dedicated Sustainability team and helps align the program with the overall business strategy.

To read more about our Board and various committees, visit the Corporate Governance section of our website.

Code of Business Conduct and Ethics

Ross’ Code of Business Conduct and Ethics contains general guidelines for conducting the business of the Company consistent with high standards of business ethics.

Ross considers this a minimum standard. If a higher standard is required by commercial practice or applicable laws, rules, or regulations, we strive to adhere to the higher standard. The Code applies to all members of the Board of Directors, officers, Associates, and agents. In addition, Ross’ business partners (including but not limited to suppliers, vendors, and service providers) are expected to comply with the applicable standards set forth in the Code.

Acceptance of our Code of Business Conduct and Ethics is required as part of our onboarding terms and conditions for all business partners. The Code is supported by additional requirements and obligations imposed by Ross through its policies and practices and applicable laws and regulations. Furthermore, all Associates are required to complete Code of Business Conduct and Ethics training annually.