Documents and Charters

Committee Charters

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The Audit Committee has a written Charter which is reviewed annually. The Audit Committee's responsibilities include the review of the appropriateness and effectiveness of the Group's accounting policies and financial procedures and oversight of the external auditor's work, including the scope and result of the audit. The Audit Committee also reviews the effectiveness of the internal auditors, the Disclosure Control Committee and establishes and maintains the Group's whistleblowing procedures.

The Corporate Social Responsibility Committee has been established to set guidance, direction and overseeing policies and progress on the Company’s social, ethical, environmental & Community issues. It will offer advice to the Board and management on these matters.

The Compensation Committee's role is to set the compensation policy for executive officers and other senior executives and to ensure that they are fairly rewarded for their individual contributions to Group performance, having due regard for the interests of shareholders, the financial and commercial health of the Group and pay and other conditions throughout the Group. It is also the role of the Compensation Committee to ensure that the Group's compensation policies remain competitive.

The Nomination and Corporate Governance Committee has a written Charter which is reviewed annually. The Nomination and Corporate Governance Committee has responsibility for reviewing the composition and balance of the Board and its Committees, as well as Board and senior management succession. It will evaluate potential successors especially in relation to the Chief Executive Officer based on their effectiveness and ability to add value to the business, and will make recommendations to the Board regarding potential successors. In the event of the retirement or emergency departure of the Chief Executive Officer, the Nomination and Corporate Governance Committee and the Board will implement temporary measures until a replacement Chief Executive Officer is appointed.

Governance Policies and Documents

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The Directors, Term Limits, Tenure and Retirement Policy sets out the approach of the Board of Directors of Signet Jewelers Limited to term limits and tenure of Directors on the Board.

The Board's prime objective is the sustainable enhancement of business performance and shareholder value. It is responsible for determining all major policies, ensuring that effective strategies and management are in place, assessing performance of Signet and its senior management, reviewing the systems of internal control and setting policy including that relating to social, ethical and environmental matters. The Board delegates the day-to-day management of the Company to the Chief Executive Officer and other senior executives of the Company, and provides oversight of management. The Board also seeks to present to shareholders, potential investors and other interested parties a balanced and coherent assessment of the Company's strategy, financial position and prospects. Board members are expected to attend Board meetings and review materials relating to those meetings in advance.

The Board Diversity Policy sets out the approach of the Board of Directors of Signet Jewelers Limited, to diversity of Directors on the Board. The Policy applies to the Board and forms the basis of similar policies that relate to employees of the US and UK divisions.

The following matters have been reserved to the Board for approval: Board Membership and Board Committees, Management Issues, Financial Matters, and Corporate Policies. This list is not inclusive of all matters which are required to be approved by the Board and the Board reserves to itself the authority to require its approval to any other matters to be undertaken by Group companies.

This Code of Ethics is applicable to the Chairman, the Independent Directors, the Chief Executive Officer, the Chief Financial Officer and other senior officers of Signet. The Company has also adopted a Code of Conduct that applies to directors, officers and employees of the Company. Those that are subject to this Code of Ethics are also subject to the Code of Conduct. In adopting both this Code of Ethics and the Code of Conduct, the Company has recognized the vital importance to the Company of conducting its business subject to high ethical standards and in full compliance with all applicable laws and, even where not required by law, with integrity and honesty.

*Jonathan Sokoloff serves as a director of the Company. Due to Mr. Sokoloff’s position with Leonard Green & Partners, L.P., the Company has waived the application of certain corporate opportunity provisions of the Code of Business Conduct and Ethics that are specified in the Shareholders’ Agreement between the Company and Leonard Green & Partners, L.P. and its affiliates.

This Compensation Discussion and Analysis describes the objectives and the role of the Compensation Committee and further discusses the philosophy upon which the Compensation Committee bases its decisions in its endeavors to meet these objectives. It also describes the principles of the Company's executive compensation policies and details the individual material elements of compensation awarded to, earned by, or paid to the named executive officers.

The Memorandum of Association of the Company provides that the objects for which the Company is formed and incorporated are unrestricted. The Memorandum of Association does not contain any limitations on the rights to own securities or exercise voting rights on the securities. The Bye-laws govern the relationship between the Company and its shareholders.

As a Bermuda domiciled company, Signet does not have Articles of Association. An equivalent document, the Company's Bye-laws, along with its Memorandum of Association are provided to view or download. The Bye-laws govern the relationship between the Company and its shareholders.

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