Sally Beauty Supply 2006 Annual Report Download - page 96

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Table of Contents
• develop and recommend to our Board of Directors a set of corporate governance principles applicable to the
Company; and
• oversee the evaluation of the Board of Directors and management.
The Nominating and Corporate Governance Committee is governed by the Nominating and Corporate Governance Committee
charter, which was adopted by the Transactions Committee of the Board of Directors on November 16, 2006 and ratified by the full
Board of Directors on December 5, 2006.
The Nominating and Corporate Governance Committee consists of Mr. Metcalfe (chair), Ms. Affeldt, Ms. Miller de Lombera and
Mr. Rabin.
Executive Committee
The purpose of the Executive Committee is to assist our Board of Directors with its responsibilities and, except as may be limited by
law, our Certificate of Incorporation or our By-laws, to exercise the powers and authority of our Board of Directors when it is not in
session. The Executive Committee is governed by the Executive Committee charter, which was adopted by the Board of Directors on
December 5, 2006. The Executive Committee consists of Mr. Berges (chair) and Messrs. Miller, Schnall and Winterhalter.
Finance Committee
The purpose of the Finance Committee is to provide assistance to the Board of Directors in satisfying its fiduciary responsibilities
relating to our financing strategy, financial policies and financial condition. The Finance Committee consists of Mr. Schnall (chair),
and Messrs. Gogel, McMaster and Miller. The Finance Committee is governed by the Finance Committee charter, which was adopted
by the Board of Directors on December 5, 2006.
Corporate Governance
Communications with the Board of Directors
Any holder of the our stock who desires to contact our Board of Directors may do so by mailing any communications directly to the
attention of the Chairman of our Board of Directors at the our headquarters in Denton, Texas. The Chairman will determine what, if
any, actions need be taken with respect to each communication including discussing such matters with only the non-management
directors, a specific committee or the full Board of Directors.
Nomination of Directors
The Board of Directors is responsible for nominating directors for election by our stockholders and filling any vacancies on the Board
of Directors that may occur. The Nominating and Corporate Governance Committee will be responsible for identifying individuals the
committee believes are qualified to become members of the Board of Directors. In accordance with our Second Amended and
Restated By-laws, after our 2007 annual meeting of stockholders, CDRS shall have the right to nominate a certain number of directors
in proportion to its and its affiliates ownership of specified percentages of our common stock. We anticipate that the Nominating and
Corporate Governance Committee will consider recommendations for director nominees from a wide variety of sources, including
other members of the Board of Directors, management, stockholders, and, if deemed appropriate, from professional search firms. The
Nominating and Corporate Governance Committee will take into account the applicable requirements for directors under the
Exchange Act and the listing standards of the NYSE. In addition, we anticipate that the committee may take into consideration such
other factors and criteria as it deems appropriate in evaluating a candidate, including such candidate’ s judgment, skill, integrity, and
business and other experience.
Director Qualifications
In order to be recommended by the Nominating and Corporate Governance Committee, subject to the provisions of the stockholders
agreement, our Corporate Governance Guidelines require that each candidate for director must, at a minimum, have integrity, be
committed to act in the best interest of all of our stockholders, and be able and willing
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