Company Code of Business Conduct and Ethics
Purpose
This Code of Business Conduct and Ethics contains general guidelines for conducting the business of the Company consistent with the highest standards of business ethics. We adhere to the higher standards of this Code, Employee handbook, commercial practice or applicable laws, rules or regulations.
Summary of the Code
This Code applies to all of our directors, officers and employees. We refer to all persons covered by this Code as "Company employees" or simply "employees." We also refer to our Chief Executive Officer, our Chief Financial Officer, and our Controller as our "principal financial officers."
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Code of Ethics for Financial Employees
Summary
This Charlotte Russe Holdings, Inc. Code of Ethics for Financial Employees applies to the Chief Executive Officer of the Company and employees serving in a finance, accounting, or investor relations capacity, at the discretion of the Chief Financial Officer and Vice-President Controller. The Company expects all of its employees to act in accordance with the highest standards of personal and professional integrity in all aspects of their activities, to comply with applicable laws, rules, and regulations, to deter wrongdoing, and abide by all other policies and procedures adopted by the Company.
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Audit Committee Charter
Mission and Role
The Audit Committee (the "Committee") will assist the Board of Directors (the "Board") of Charlotte Russe Holding, Inc. (the "Company") to fulfill its responsibility for oversight of the quality and integrity of the financial reports of the Company, its financial policies, procedures and reporting process, the audit process, and the Company's system of financial and operating controls.
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Compensation Committee Charter
Purpose and Policy
The purpose of the Compensation Committee (the "Committee") of the Board of Directors (the "Board") of CHARLOTTE RUSSE HOLDING, INC., a Delaware corporation (the "Company"), shall be to act on behalf of the Board in fulfilling the Board's responsibilities to oversee the Company's compensation policies, plans and programs, to review and determine the compensation to be paid to the Company's executive officers (as that term is defined in Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 16a-1 thereunder) other than the Company's Chief Executive Officer (the "Senior Management"), to review and recommend to the Board the compensation to be paid to the Company's Chief Executive Officer (the "Chief Executive Officer") and directors, as well as to prepare and review the Committee report included in the Company's annual proxy statement in accordance with applicable rules and regulations of the Securities and Exchange Commission (the "SEC") in effect from time to time. The term "compensation" shall include salary, long-term incentives, bonuses, perquisites, equity incentives, severance arrangements, retirement benefits and other related benefits and benefit plans.
The policy of the Committee with respect to compensation structure shall be to seek to maintain an overall compensation structure designed to attract, retain and motivate management and other employees by providing appropriate levels of risk and reward, assessed on a relative basis at all levels within the Company and in proportion to individual contribution and performance.
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Charter of the Nominating and Corporate Governance Committee
Statement of Policy
The purpose of the Committee shall be to: (i) oversee all aspects of the Company's corporate governance functions on behalf of the Board; (ii) make recommendations to the Board regarding corporate governance issues; (iii) identify, review and evaluate candidates to serve as directors of the Company and review and evaluate incumbent directors; (iv) serve as a focal point for communication between such candidates, non-committee directors and the Company's management; (v) recommend to the Board for selection candidates to the Board; and (vi) make other recommendations to the Board regarding affairs relating to the directors of the Company.
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