Sally Beauty Supply 2006 Annual Report Download - page 97

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Table of Contents
to devote the required amount of time to the Company’ s affairs, including attendance at Board of Director meetings. In addition, the
candidate cannot jeopardize the independence of a majority of the Board of Directors.
Our qualification guidelines also provide that each candidate should preferably also have the following qualifications: business
experience, demonstrated leadership skills, experience on other boards and skill sets which add to the value of our business.
Code of Ethics, Code of Business Conduct and Ethics and Governance Guidelines
The Board of Directors has adopted (a) Governance Guidelines and a (b) Code of Business Conduct and Ethics that apply to directors,
officers and employees. Copies of these documents and the committee charters are available on our website at
www.sallybeautyholdings.com and are available in print to any person, without charge, upon written request to the Vice President of
Investor Relations. We intend to disclose on our website at www.sallybeautyholdings.com any substantive amendment to, or waiver
from, a provision of the Code of Business Conduct and Ethics that applies to these individuals or persons performing similar
functions.
Compensation of Directors
We expect to adopt a Director Compensation Policy under which each non-employee director will receive cash compensation for
service on our Board of Directors and its committees customary for directors of companies of similar size to us in the distribution
business. Under this policy, non-employee directors will also receive equity compensation customary for companies of our size in the
distribution business. On December 5, 2006, the Company granted an option to purchase 15,000 shares of common stock to each of
the following directors: Ms. Affeldt, Mr. Eisenberg, Mr. McMaster, Mr. Metcalfe, Mr. Miller, Ms. Miller de Lombera and Mr. Rabin.
Employee directors will receive no additional compensation for serving on the board of directors or its committees.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our executive officers, directors and persons who beneficially own more than 10% of a
registered class of our equity securities to file reports of ownership and changes in ownership with the Securities and Exchange
Commission, the NYSE and us. Based solely on our review of such reports received by it, we believe that during fiscal year 2006, our
executive officers, directors and greater than 10% beneficial owners complied with all such filing requirements.
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