corporate governance

Ross Stores, Inc.'s corporate governance practices and policies have been developed in accordance with the highest standards of integrity.
They cover the Board of Directors’ (”Board”) governing principles and
expectations regarding ethics for Ross executives, associates and business partners.


Our Board of Directors consists of eleven directors, the majority of
whom are independent based on the applicable NASDAQ® listing


The Company has standing audit, compensation, and nominating and corporate governance committees.


The Audit Committee assists the Board in fulfilling its responsibility for
oversight of the quality and integrity of the accounting, auditing and
reporting practices of the Company and such other duties as directed
by the Board.


The Compensation Committee of the Board serves to carry out the
responsibilities relating to compensation of the Company’s executives.
The Committee oversees and administers the policies and plans that
govern the cash, equity and incentive compensation of Executive
Officers and non-employee Directors of the Company. The Committee
is also appointed to assist the Board in succession planning,
development and retention of senior management talent to ensure
leadership continuity and organizational strength to achieve the
Company’s short- and long-term goals.


The Nominating and Corporate Governance Committee assists the
Board in evaluating qualified individuals to serve as Directors of the
Company. The Committee is also responsible for the development
and administration of the Company’s Corporate Governance Guidelines.


The Board has also adopted a Code of Ethics for Senior Financial
Officers, a Code of Business Conduct and Ethics that applies to all of
our employees, officers, directors and Ross business partners, and “Whistle-blowing” and Complaint Policy and Procedures.