Neiman Marcus 2012 Annual Report Download - page 54

Table of Contents
Carrie Wheeler. Ms. Wheeler is a Partner of TPG and responsible for TPG’s investments in the retail and consumer sectors. She has been with
TPG since 1996. She serves on the boards of directors of J. Crew Group, Inc., Petco Animal Supplies, Inc., and Savers, Inc. She previously served on the
boards of directors of Denbury Resources, Inc. and Belden and Blake Corporation. Ms. Wheeler is a member of our Audit Committee. Ms. Wheeler’s
experience as a director of other retail-oriented companies plus her financial expertise makes her a valuable asset to our Board of Directors.
Burton M. Tansky. Mr. Tansky has served as our Chairman of the Board since October 6, 2005. From October 6, 2005 until October 5, 2010,
he served as our President and Chief Executive Officer. He also served as a director and President and Chief Executive Officer of The Neiman Marcus
Group, Inc. since May 2001 and as President and Chief Operating Officer from December 1998 until May 2001. He also serves on the boards of directors of
Donald Pliner Shoes and The Howard Hughes Corporation. Mr. Tansky formerly served on the boards of directors of International Flavors and Fragrances
Inc. Mr. Tansky’s years of experience in the luxury retail industry plus a deep understanding of our customers and our products provide him with intimate
knowledge of our operations.
See Item 13, “Certain Relationships and Related Transactions, and Director Independence—Related Person Transactions” for a discussion of certain
arrangements and understandings regarding the nomination and selection of certain of our directors.
CORPORATE GOVERNANCE
Code of Ethics
The Board of Directors has adopted a Code of Ethics and Conduct, which is applicable to all our directors, officers and employees. A Code of
Ethics for Financial Professionals has also been adopted that applies to all financial employees including the Chief Executive Officer, the Chief Financial
Officer and the Chief Accounting Officer. Both the Code of Ethics and Conduct and the Code of Ethics for Financial Professionals may be accessed through
our website at www.neimanmarcusgroup.com under the “Investor Information—Corporate Governance—Governance Documents” section.
We have established a means for employees, customers, suppliers, or other interested parties to submit confidential and anonymous reports of
suspected or actual violations of the Code of Conduct relating, among other things, to:
·accounting practices, internal accounting controls, or auditing matters and procedures;
·theft or fraud of any amount;
·performance and execution of contracts;
·conflicts of interest;
·violations of securities and antitrust laws; and
·violations of the Foreign Corrupt Practices Act.
Any employee or other interested party may call 1-866-384-4277 toll-free to submit a report. This number is operational 24 hours a day, seven days
a week.
Director Independence
All of our directors are deemed to be affiliates because they are either our current employees, former employees, employees of the Principal
Stockholders, or employees of private equity and banking institutions who have invested in the Company. Therefore, none of our directors may be considered
independent under the independence standards of the New York Stock Exchange.
Committees of the Board of Directors
Our Board of Directors has established an Audit Committee, a Compensation Committee, and an Executive Committee. Members of our Audit
Committee are Sidney Lapidus, Chairman and financial expert, Carrie Wheeler and Susan Schnabel. The Audit Committee recommends the annual
appointment of auditors with whom the Audit Committee reviews the scope of audit and non-audit assignments and related fees, accounting principles we use
in financial reporting, internal auditing procedures and the adequacy of our internal control procedures. The members of our Executive Committee
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