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 4, 2023 with the U.S. Securities and Exchange Commission (“SEC”).

Board of Directors

At the end of fiscal year 2022, our Board of Directors consisted of eleven directors, the majority of whom are independent based on the applicable Nasdaq Stock Exchange listing standards. We have an increasingly diverse Board, including our female Chief Executive Officer and multiple female and racially/ethnically diverse directors.

The Board has adopted a Code of Ethics for Senior Financial Officers; a Code of Business Conduct and Ethics that applies to all members of the Board of Directors, officers, Associates, and agents; and “Whistle-Blowing” and Complaint Policy and Procedures.

During fiscal year 2022, 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 and Board Diversity

The Nominating and Corporate Governance Committee is responsible for reviewing the qualifications, independence, and skills of candidates for election to our Board of Directors. 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 a well-rounded Board, with a balance and breadth of skills and experience appropriate for the Company’s business. Ross also seeks to advance diversity within the Company and in the corporate boardroom.

At the end of fiscal year 2022, our eleven directors included five female directors and two racially/ethnically diverse directors. Our eleven directors also possess a mix of skills and experiences we believe are relevant for the Company’s off-price business. These skills and experiences include having served in roles such as Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Chief Information Officer, Chief Marketing Officer, Chief People Officer, Chief Strategist, and Global Head of Quality, Risk, and Regulatory, and in industries including retail and also non-retail, with additional experience in functional areas such as marketing, merchandising, operations, finance, consulting, information technology, and human capital leadership.

Board Committees

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 2022.

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 independent directors of the Company. The Compensation Committee held six meetings in fiscal year 2022.

The Nominating and Corporate Governance Committee assists the Board in evaluating qualified individuals to serve as directors of the Company. The Committee also assists with Board-level oversight on general matters involving our corporate governance and related policies. The Nominating and Corporate Governance Committee held three meetings in fiscal year 2022.

Our Board exercises oversight of our risk management activities, and regularly requests and receives reports from management, including direct presentations and reports made to our Board by officers with responsibility for risk management in various parts of our business. Our Board has delegated to the Audit Committee the primary responsibility of overseeing risks relating to financial controls and reporting and related matters, and to information security and data protection (“cybersecurity”). The Audit Committee, along with management, reports to the full Board on those matters, as appropriate.

Details regarding the functions and activities of each of these committees can be found in the most recent Proxy Statement filed on April 4, 2023 with the SEC.

Role of the Board and Committees in Supporting CSR

Our Board oversees the Company’s approach to ESG matters, including matters related to climate change, DE&I matters, human capital management, health, safety, and stakeholder relations, with oversight assistance led by the Audit Committee relating to the Company’s environmental, sustainability, and climate risk efforts, and oversight led by the Nominating and Corporate Governance Committee relating to stakeholder relations. Our Audit Committee engages our management on regular updates regarding the Company’s environmental and sustainability efforts and the status of our initiatives.

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