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Committee Charter


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Regulatory, Compliance & Cyber Security Risk Management Sub-Committee Charter
Committee Members
ChairpersonJoseph L. Herring
Committee MemberKurt P. Kuehn
Committee MemberAnne H. Margulies
Committee MemberCarol Raphael

REGULATORY COMPLIANCE AND CYBER SECURITY RISK MANAGEMENT SUB-COMMITTEE CHARTER

As of May 31, 2018

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Mission
Responsibilities
Meeting Structure and Documentation

Overview:
The Regulatory Compliance and Cyber Security Risk Management Sub-Committee (the “Committee”) provides oversight and advises members of the Company’s senior management team responsible for managing Henry Schein’s regulatory compliance and cyber security risk management processes. The Committee is a sub-committee of the Company’s Audit Committee and is comprised of at least three independent directors. The members of the Committee shall be appointed by the Board of Directors of the Company. All members of the Committee shall meet independence requirements as defined by applicable regulations. The Committee will meet at least four times each year, or more frequently as circumstances require, with those members of the Company it deems necessary to fulfill its oversight responsibilities.

Mission

To provide insight and support to the Company’s responsible Team Members, to help enable the Company to comply with applicable laws, regulations and industry standards.

Primary Responsibilities

The primary responsibilities of the Committee are:

  • Provide guidance relating to the Company’s regulatory compliance and cyber security risk management programs; serve as a sounding board for the strategic decisions, issues, challenges and opportunities relating to regulatory compliance and cyber security risk management.
  • Provide expertise to guide assessment and monitoring of Company-wide regulatory compliance and cyber security risk management budgeting, spending and capital investment (e.g., identity infrastructure deployment, remote access infrastructure etc.).
  • Assist in oversight of the Company’s regulatory compliance and cyber security risk management programs by monitoring progress and status of the Company’s regulatory compliance and cyber security risk management programs.
  • Review and evaluate major regulatory compliance and cyber security risk management initiatives to identify emerging and future opportunities for synergy or to leverage regulatory and cyber security risk management investments more effectively and cost efficiently.
  • Generally be available to the Company and its senior management, to better discharge its responsibilities described above and to continuously improve the Company’s regulatory compliance and cyber security risk management programs by bringing their individual experience and insight to the issues facing the Company.

Meeting Structure and Documentation

The chairperson or designee will collect agenda items and circulate an agenda in advance of each meeting to ensure informed discussions of scheduled topics.

All meetings shall have notes of discussions, recommendations and follow-up action items.