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Audit Committee Charter
Compensation Committee Charter
Nominating and Governance Committee
Strategic Advisory Committee Charter
Regulatory, Compliance & Cyber Security Risk Management Sub-Committee Charter
Committee Members
Committee MemberBarry J. Alperin
Committee MemberPhilip A. Laskawy
ChairpersonKurt P. Kuehn
ChairpersonBarry J. Alperin
Committee MemberJoseph L. Herring
Committee MemberBradley T. Sheares, Ph.D.
Committee MemberBarry J. Alperin
ChairpersonPhilip A. Laskawy
Committee MemberShira Goodman
Committee MemberBradley T. Sheares, Ph.D.
Committee MemberPaul Brons
Committee MemberShira Goodman
ChairpersonBradley T. Sheares, Ph.D.
Committee MemberJoseph L. Herring
Committee MemberCarol Raphael
Committee MemberE. Dianne Rekow, DDS, Ph.D.
ChairpersonJoseph L. Herring
Committee MemberKurt P. Kuehn
Committee MemberAnne H. Margulies
Committee MemberCarol Raphael

HENRY SCHEIN, INC.

AMENDED AND RESTATED AUDIT COMMITTEE CHARTER

as of February 11, 2013

Document Quick Links
Audit Committee Purpose and Role
Composition
Meetings
Responsibilities and Duties
Duties Relating to the Independent Auditors
Duties Relating to the Internal Audit Function, Review and Assessment of Internal Controls
Annual Duties of the Audit Committee
Other Duties

This document sets forth the policy of Henry Schein, Inc. (the “Company”) concerning the operation of the Company’s Audit Committee (the “Committee”).

Audit Committee Purpose and Role

The Committee serves to assist the Board of Directors (the “Board”) by overseeing the Company’s accounting and financial reporting processes and the audits and integrity of the Company’s financial statements. Additionally, the Committee oversees those aspects of risk management and legal and regulatory compliance monitoring processes, which may impact the Company’s financial reporting.

The Committee may adopt such procedures as it deems appropriate and necessary to carry out the duties and responsibilities of the Committee. While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct the audits or to determine that the Company’s financial statements are complete and accurate and prepared in accordance with GAAP. This is the responsibility of management and the independent registered public accounting firm.

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Composition

The Committee will be 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, experience and financial literacy requirements as defined by applicable regulations. The Committee will have at least one member who meets the definition of an “audit committee financial expert,” also as defined by applicable regulations.

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Meetings

The Committee shall meet at least four times each year, or more frequently as circumstances require. The Committee shall hold separate meetings periodically with management, internal auditors and the independent registered public accounting firm. The Committee may ask members of management or others to attend meetings and provide pertinent information as necessary or desirable.

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Responsibilities and Duties

The Committee shall have the responsibilities and duties set forth below.

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Duties Relating to the Independent Registered Public Accounting Firm

  1. Assume direct and sole responsibility for the appointment, compensation, oversight and termination of the independent registered public accounting firm (including resolution of disagreements between management and the independent registered public accounting firm regarding financial reporting) for the purpose of preparing or issuing an audit report or related work. In particular, the Committee shall:

    1. Recommend to the Board the appointment of the independent registered public accounting firm, who shall report directly to the Committee.

    2. Approve the fees to be paid to the independent registered public accounting firm. The Company shall provide for appropriate funding, as determined by the Committee, for payment of compensation to the independent registered public accounting firm and to any separate advisors retained by the Committee.

  2. Confirm and assure the independence of the independent registered public accounting firm and the objectivity of the internal auditors.

  3. Pre-approve all audit services and permissible non-audit services, as defined and limited by applicable regulations, to be performed by the independent registered public accounting firm. The Committee may delegate pre-approval of audit and non-audit services to one or more members of the Committee. Such members must then report to the full Committee at each scheduled meeting whether such members pre-approved any audit or non-audit services. The Committee shall report any pre-approved non-audit services to the Board so the Company can include the information in its periodic reports.

  4. At least annually, obtain and review a formal written statement by the independent registered public accounting firm describing all relationships between the independent registered public accounting firm and the Company, consistent with the Public Company Accounting Oversight Board Rule 3526 (Auditor Independence). The Committee shall actively engage in a dialogue with the independent registered public accounting firm to the extent such report discloses any material issues, relationships or services that may impact the performance, objectivity or independence of the independent registered public accounting firm and take, or recommend that the full Board take appropriate action to oversee the independence of the independent registered public accounting firm.

  5. At least annually, obtain and review a report by the independent registered public accounting firm addressing: (i) the independent registered public accounting firm’s internal quality-control procedures; and (ii) any material issues raised by the most recent Public Company Accounting Oversight Board Inspection, internal quality-control review, or peer review of the independent registered public accounting firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years, respecting one or more independent audits carried out by the independent registered public accounting firm and any steps taken to deal with any such issues.

  6. Discuss the Company’s annual audited financial statements and quarterly financial statements, including the assessment of the integrity of such financial statements, with management and the independent registered public accounting firm, including the Company’s financial and non-financial disclosures.

  7. Conduct discussions with the Company and the independent registered public accounting firm regarding the registered public accounting firm’s evaluation of the quality of the Company’s accounting principles and essential estimates in its financial statements, as well as new or changed accounting policies, the effect of regulatory and accounting initiatives, significant judgments, uncertainties, or unusual or off-balance sheet transactions, and other matters covered by applicable regulations and audit standards. This dialogue will include discussion of the consistency, clarity and completeness of the financial statements and related disclosures.

  8. Review reports and other materials prepared by the independent registered public accounting firm concerning (i) all critical accounting policies and practices to be used, (ii) all alternative treatments of financial information within GAAP for policies and practices related to material items that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent registered public accounting firm, and (iii) other material written communications between the independent registered public accounting firm and management, such as any management letter or schedule of unadjusted differences, as well as other disclosures required by the Public Company Accounting Oversight Board.

  9. Ensure that the audit of the Company’s financial statements was conducted in a manner consistent with applicable regulations.

  10. Review with the independent registered public accounting firm any audit problems or difficulties and management’s response to such matters.

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Duties Relating to the Internal Audit Function, Review and Assessment of Internal Controls

  1. Review risks relating to the financial statements, auditing and financial reporting process, key credit risks, liquidity risks and market risks.  Discuss with management policies and programs with respect to risk management and risk assessment, including steps taken to monitor and control such exposure, and report the results of the review to the full Board.

  2. Review on an annual basis the management Internal Control Report which:

    1. states management’s responsibility for establishing and maintaining an adequate internal control structure and procedures for financial reporting; and

    2. contains an assessment, as of the end of the most recent fiscal year, of the internal control structure and procedures for financial reporting.

  3. Establish procedures for the (i) receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls and auditing matters and (ii) confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

  4. Consider and review with the independent registered public accounting firm and the internal auditors:

    1. the adequacy of the Company’s and its subsidiaries internal controls, including computerized information system controls and security; and

    2. related findings and recommendations of the independent registered public accounting firm and internal audit together with management’s responses.

  5. Review and approve all related-party transactions as defined by applicable regulations.

  6. Review the Company’s financial statements on both a quarterly and annual basis and discuss such financial statements with the CEO and CFO prior to each filing of the Company’s reports. In particular, the Committee shall discuss (i) significant deficiencies in the design or operation of the Company’s internal controls that could adversely affect the Company’s ability to gather and report financial data and (ii) any fraud involving management or employees who have significant roles in the Company’s internal controls, and provide the information necessary to enable the CEO and the CFO to provide required SEC certification.

  7. Oversee the maintenance of the Company’s internal audit function. In addition to reporting to management, the internal auditors shall also report to the Audit Committee.

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Annual Duties of the Audit Committee

  1. Prepare a report for the annual meeting proxy that states:

    1. whether the Committee has reviewed and discussed the financial statements with management;

    2. whether the Committee has discussed with the independent registered public accounting firm their evaluation of the quality of the Company’s financial reporting;

    3. whether the Committee has reviewed the required independence disclosures and related communications from the independent registered public accounting firm and has discussed the independent registered public accounting firm’s independence with the independent registered public accounting firm; and

    4. based on the review of (a)-(c) above, whether the Committee recommended to the Board that the Company’s financial statements be included in its public filing.

  2. Report regularly to the Board.

  3. Conduct an annual review of the Committee’s performance, review and reassess the adequacy of the Committee’s charter annually and recommend any changes to the Board for approval.

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Other Duties

  1. Discuss with management all earnings press releases as well as financial information and earnings guidance provided to analysts.

  2. Review legal and regulatory matters with the Company’s General Counsel, other legal counsel or other Company personnel that may have a material impact on the financial statements or the Company’s compliance policies and any material reports or inquiries received from regulators or governmental agencies.

  3. Separately engage independent counsel and other advisors as the Committee determines necessary to carry out its duties.

  4. Consider such other matters in relation to the financial affairs of the Company and its accounts, and in relation to the internal and external audit of the Company as the Committee may, in its discretion, determine to be advisable.

The Committee may diverge from the specific activities outlined throughout this Charter as appropriate if circumstances, as determined in the reasonable judgment of the Committee, warrant or if regulatory requirements change. In addition to these activities, the Committee will perform such other functions as necessary or appropriate under law, regulations, stock exchange rules, Company charter, by-laws, resolutions and other directives of the Board or as determined by the Committee to be reasonably appropriate to accomplish the purpose of the Audit Committee.

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HENRY SCHEIN, INC.

COMPENSATION COMMITTEE CHARTER

Amended and Restated as of March 1, 2016

Document Quick Links
Membership
Purpose
Retention of Advisers
Meetings and Attendance
Responsibilities

Membership

One committee of the Board of Directors (the “Board”) will be known as the Compensation Committee (the “Compensation Committee”). Committee members will be independent of the management of the Company and free of any relationship that would interfere with their exercise of independent judgment as committee members. The Compensation Committee must be comprised entirely of members who satisfy the definition of “independent director” under the rules of The Nasdaq Stock Market (“Nasdaq”), as in effect from time to time. Each member of the Compensation Committee shall also be (i) a “non-employee director” as defined in the rules of the Securities and Exchange Commission (“SEC”), as in effect from time to time; and (ii) an “outside director” as defined in Section 162(m) of the Internal Revenue Code of 1986, as amended (“Section 162(m)”), as in effect from time to time. The Compensation Committee shall consist at all times of no fewer than two members. The members of the Compensation Committee shall be appointed and replaced by the Board.

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Purpose

The Compensation Committee has the responsibility, as delegated by the Board, for reviewing and approving: (i) all equity-based compensation plans, including, without limitation, stock option, restricted stock and restricted stock unit plans in which officers or employees may participate; (ii) the Company’s ERISA and other employee and executive benefits plans, and all related policies, programs and practices (collectively, “Benefit Plans”); and (iii) arrangements with executive officers relating to their employment relationships with the Company, including, without limitation, incentive compensation plans, employment agreements, severance agreements, supplemental pension or savings arrangements, change in control agreements and restrictive covenants. The Compensation Committee has overall responsibility for approving and evaluating the Company’s compensation and benefit plans, policies and programs as set forth above.

The Compensation Committee is also responsible for overseeing compliance with respect to disclosure of executive and director compensation information for inclusion in the Company’s proxy statement relating to the annual meeting of stockholders and reviewing certain other information concerning executive and director compensation that is required to be included in other periodic and current reports filed with the SEC.

The Compensation Committee has the responsibility, as delegated by the Board, for reviewing and approving the compensation of the executive officers of the Company and the compensation philosophy, strategy, program design, and administrative practices to align with, and support the Company’s operating and financial objectives and the financial interests of the Company’s stockholders. The compensation program to be reviewed and approved by the Compensation Committee consists of all forms of compensation, including salaries, cash incentives, stock options and other stock-based awards, benefits and perquisites.

The Compensation Committee may form subcommittees and delegate authority to such subcommittees as it deems appropriate.

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Retention of Advisers

The Compensation Committee has the authority, in its sole discretion to retain any consultant, legal counsel or other adviser to assist in the evaluation of executive compensation. The Compensation Committee shall be directly responsible for the appointment, compensation and oversight of the work of any compensation consultant, legal counsel and other adviser retained by the Compensation Committee; provided, however, that the foregoing shall not be construed:

  • To require the Compensation Committee to implement or act consistently with the advice or recommendations of the compensation consultant, legal counsel or other adviser to the Compensation Committee; or

  • To affect the ability or obligation of the Compensation Committee to exercise its own judgment in fulfillment of its duties.

The Company shall provide for appropriate funding, as determined by the Compensation Committee, in its capacity as the compensation committee of the board of directors, for payment of reasonable compensation to a compensation consultant, legal counsel or any other adviser retained by the Compensation Committee.

The Compensation Committee may select an external compensation consultant, legal counsel or other adviser to the Compensation Committee (whether or not independent) only after taking into account factors it considers appropriate or as may be required by law or under the Nasdaq listing standards, including the following factors (solely to the extent required by the Nasdaq listing standards):

  • The provision of other services to the Company by the person that employs the compensation consultant, legal counsel or other adviser;

  • The amount of fees received from the Company by the person that employs the compensation consultant, legal counsel or other adviser, as a percentage of the total revenue of the person that employs the compensation consultant, legal counsel or other adviser;

  • The policies and procedures of the person that employs the compensation consultant, legal counsel or other adviser that are designed to prevent conflicts of interest;

  • Any business or personal relationship of the compensation consultant, legal counsel or other adviser with a member of the Compensation Committee;

  • Any stock of the Company owned by the compensation consultant, legal counsel or other adviser; and

  • Any business or personal relationship of the compensation consultant, legal counsel, other adviser or the person employing the adviser with an executive officer of the Company.

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Meetings and Attendance

The Compensation Committee will have a minimum of four regularly scheduled meetings each year. The Compensation Committee may meet at other times during the year, as circumstances may require. The Compensation Committee may ask members of management or others to attend meetings and provide pertinent information as necessary (provided, however, that the CEO shall not be present during voting or deliberations on his or her compensation). The Compensation Committee shall report to the Board, as requested, or as the Compensation Committee deems necessary, but not less frequently than annually.

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Responsibilities

The Compensation Committee shall, when appropriate:

  1. Review and approve on an annual basis the corporate goals and objectives with respect to compensation for the CEO. In consultation with the Company’s independent directors, the Compensation Committee shall evaluate, at least on an annual basis, the CEO’s performance in light of these established goals and objectives. Based upon this evaluation, and considering the competitive position of the compensation, the Compensation Committee shall determine the CEO’s annual compensation, including salary, bonus, incentive and equity compensation. The CEO shall not be present during voting or deliberations on his or her compensation.

  2. Review and approve compensation for other Company executive officers, based on recommendations submitted by the Chairman and CEO, in relation to award opportunities and performance criteria approved by the Compensation Committee during the prior year.

  3. Evaluate the appropriateness of executive officer compensation and benefits, including, without limitation, base salaries, annual equity award opportunities and stock incentives for the current and ensuing year to ensure they remain consistent with the Company’s competitive compensation philosophy.

  4. Review the Company’s executive officer compensation policy and program, including the evaluation of the executive officers’ performance relative to their compensation.

  5. Review and approve all executive officer benefit plans and perquisites.

  6. Approve annual salary increase budgets.

  7. Approve salary increases for executive officers.

  8. Approve the size and terms of stock incentive grants to be made during the course of the year.

  9. Review the continued appropriateness of the compensation program for outside directors and approve any changes for the ensuing year and make recommendations to the Board of Directors with respect thereto.

  10. Review and approve the criteria under all of the Company’s Performance Incentive Plans (“PIP”) which will govern the payment of annual incentives to be earned by Company officers with respect to the coming year. Approve annual performance incentive awards under the PIP.

  11. Review and administer all plans that are intended to comply with Section 162(m).

  12. Review new executive compensation plan designs.

  13. Approve, for submission to stockholders if necessary, all incentive compensation plans that authorize the granting or payment of awards in shares of Company stock.

  14. Review and discuss with management the Compensation Discussion and Analysis required by the rules of the SEC, and based on such review and discussions, determine whether to recommend to the Board that the Compensation Discussion and Analysis be included in the Company’s annual report on Form 10-K or proxy statement relating to the annual meeting of stockholders.

  15. Approve the Compensation Committee Report that will appear in the Company’s proxy statement relating to the annual meeting of stockholders or annual report on Form 10-K.

  16. Review the peer group to be used in calculating the performance graph in the Company’s annual report on Form 10-K and, to the extent determined by the Compensation Committee in its sole discretion, for purposes of benchmarking the compensation of the Company’s executive officers.

  17. Review and evaluate with management whether the Company’s compensation policies and practices for its executive officers and other employees of the Company, and its affiliates, create risks that are reasonably likely to have a material adverse effect on the Company and determine whether to recommend to the Board the inclusion of additional disclosure in the Company’s proxy statement regarding any such risk.

  18. Review and evaluate Say-on-Pay vote outcomes and, as appropriate, stockholder input on executive compensation programs, which may be part of the Compensation Committee’s ongoing assessment of executive compensation programs and policies.

  19. As appropriate, administer and implement any incentive compensation recoupment policy that may be approved by the Board from time to time, to the extent designated by the Board, and review and make recommendations to the Board with respect to any incentive compensation recoupment policy.

  20. Review and assess the adequacy of this Charter annually and recommend any changes to the Board for its approval. In addition, the Compensation Committee shall review its own performance on an annual basis.

  21. Make recommendations to the Board on compensation matters, as the Compensation Committee deems appropriate.

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HENRY SCHEIN, INC.

NOMINATING & GOVERNANCE COMMITTEE CHARTER

As of February 19, 2009

Document Quick Links
Purpose
Committee Membership
Committee Rules of Procedure
Committee Authority and Responsibilities

Purpose

The Nominating & Governance Committee shall (1) assist the Board of Directors (the “Board”) by identifying individuals qualified to become Board members, and approve nominees to stand for election at the annual meetings of the Company's shareholders; (2) oversee the evaluation of the Board and management; and (3) develop and recommend to the Board a set of Corporate Governance Guidelines applicable to the Company.

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Committee Membership

The Committee shall consist of no fewer than two members. Each member of the Committee shall (a) be a director of the Company and (b) meet the independence requirements established by The Nasdaq Stock Market (“Nasdaq”) or, with the approval of the Board, satisfy one or more of the exceptions permitted by Nasdaq.

The members of the Committee shall be appointed and replaced by the Board. The Board shall designate one member of the Committee to serve as the Committee's Chairperson.

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Committee Rules of Procedure

The Committee shall meet at least annually, or more frequently as circumstances dictate. Special meetings may be convened as the Committee deems necessary or appropriate.

A majority of the members of the Committee shall constitute a quorum to transact business. Members of the Committee may participate in a meeting of the Committee by means of telephone conference call or similar communications equipment by means of which all persons participating in the meeting can hear each other. Except in extraordinary circumstances as determined by the Chairperson of the Committee, notice shall be delivered to all Committee members at least 24 hours in advance of the scheduled meeting. Minutes of each meeting will be kept and distributed to the entire Board.

The affirmative vote of a majority of the members of the Committee present at the time of such vote will be required to approve any action of the Committee. Subject to the requirements of any applicable law, regulation or Nasdaq rule, any action required or permitted to be taken at a meeting of the Committee may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the members of the Committee. Such written consent shall have the same force as a unanimous vote of the Nominating & Governance Committee.

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Committee Authority and Responsibilities

Selection of Directors and Committee Members

  1. If the Board authorizes the use of a search firm to identify director candidates, the Committee shall have the sole authority, to the extent the Committee deems necessary or appropriate to carry out its responsibilities, to retain and terminate any such search firm. The Committee shall also have the sole authority to approve the fees and other retention terms of any such search firm.

  2. The Committee shall have the authority, without having to seek Board approval, to obtain, at the expense of the Company, advice and assistance from internal or external legal, accounting or other advisors as it deems advisable.

  3. The Committee shall:

    1. identify individuals qualified to become Board members and consider candidates to fill positions on the Board. In identifying candidates, the Committee shall consider all relevant factors including, without limitation, complementary skills, experience, areas of expertise, diversity and reputation;

    2. review recommendations of director candidates submitted by stockholders using the same criteria it applies to recommendations from committee members, other directors and members of management; and

    3. approve candidates to recommend as nominees to the Board to fill positions on the Board.

  4. Notwithstanding anything to the contrary in this Charter, if the Company is, at any time, required by contract or otherwise to provide third parties with the ability to nominate one or more directors, the selection and nomination of such directors shall not be subject to review or approval by the Committee.

Evaluation of the Board and the Company's Corporate Governance Practices

  1. The Committee shall oversee the evaluation of the performance of the Board and its committees.

  2. The Committee shall periodically review and reassess the Company’s corporate governance procedures and practices and recommend any proposed changes from time to time to the Board for its consideration.

  3. The Committee shall periodically review and reassess the Company’s certificate of incorporation, by-laws and committee charters and recommend any proposed changes from time to time to the Board for its consideration.

Other Responsibilities

  1. The Committee may form and delegate authority to subcommittees. The Committee or any subcommittee shall have the right to consult with or obtain input from management.

  2. The Committee shall report to the Board, as requested, or as the Committee deems necessary, but not less frequently than annually.

  3. In addition to any other powers designated herein, in the event of a vacancy in the office of the Chairman of the Board (if the person serving as the Chairman of the Board was also serving as Chief Executive Officer at such time) and the Board has not already filled such vacancy, the Chairperson of the Committee shall also serve as the Chairman of the Board on an interim basis until such time as a successor has been approved by the Board.

  4. The Chairperson shall coordinate the activities of the independent directors and shall have the authority to convene meetings of the independent directors of the Board from time to time, to set the agendas for such meetings and to conduct and report on such meetings.

  5. The Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for its approval. This Charter is in all respects subject and subordinate to the Company’s certificate of incorporation and by¬laws and the resolutions of the Board and the applicable provisions of the Delaware General Corporate Law.

  6. The Committee annually shall review its own performance.

  7. The Committee shall review stockholder proposals, including timelines of submission, and recommend appropriate action to the Board.

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STRATEGIC ADVISORY COMMITTEE CHARTER

As of February 12, 2008

Document Quick Links
Strategic Advisory Committee Purpose and Role
Composition and Meetings
Responsibilities

Strategic Advisory Committee Purpose and Role

The Strategic Advisory Committee is established to assist and provide advice to the Board of Directors (the “Board”) and the Company’s management, as requested by the Board or management from time to time, regarding the monitoring and implementation of the Company’s corporate strategic plan (the “Strategic Plan”), as well as general strategic planning from time to time.

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Composition and Meetings

The Committee shall consist at all times of no fewer than two members who shall be members of the Board. The members of the Committee, including the Chairperson of the Committee, shall be appointed and replaced by the Board. The Committee will have at least two regularly scheduled meetings each year either in person or telephonically, and at such times and places as the Committee shall determine, but may meet as often as may be deemed necessary or appropriate in its judgment. The Committee may ask members of management or others to attend meetings and provide pertinent information as necessary. The Committee shall report to the Board, as requested or as the Committee deems necessary, on a regular basis but not less frequently than annually.

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Responsibilities

The Committee shall, upon the request of the Board or management from time to time, provide advice and assistance with regard to:

  1. The Company's then current Strategic Plan.

  2. The Company’s long-term strategy, which may include goals for future years and evaluations of evolving and emerging technologies and changes in products and services in the markets the Company serves.

  3. Evaluating material acquisitions and similar transactions and other potential growth and expansion opportunities for the Company.

  4. Strategic issues or opportunities material to the Company outside the scope of the Company’s traditional business operations.

The Committee shall, on an annual basis, evaluate the performance of the Committee.

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REGULATORY COMPLIANCE AND CYBER SECURITY RISK MANAGEMENT SUB-COMMITTEE CHARTER

As of May 31, 2018

Document Quick Links
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.