JAS » Topics » Governance Developments

This excerpt taken from the JAS DEF 14A filed Apr 27, 2009.
Governance Developments
 
We are committed to implementing and upholding high standards of responsible corporate governance. Our Board, and in particular our Corporate Governance Committee, continually monitors developments in the area of corporate governance and on a regular basis discusses the desirability of making changes to our corporate governance structure.
 
Governance Developments
 
We are committed to implementing and upholding high standards of responsible corporate governance. Our Board, and in particular our Corporate Governance Committee, continually monitors developments in the area of corporate governance and on a regular basis discusses the desirability of making changes to our corporate governance structure.
 
Governance Developments
 
We are committed to implementing and upholding high standards of responsible corporate governance. Our Board, and in particular our Corporate Governance Committee, continually monitors developments in the area of corporate governance and on a regular basis discusses the desirability of making changes to our corporate governance structure. During the past year the Board has implemented several changes, and is recommending shareholder approval of additional changes at the Annual Meeting.
 
Earlier this year we amended our Shareholder Rights Agreement (the “Rights Agreement”) to provide that 1) a “Triggering Event” does not occur until 10 days after any person or group becomes an “Acquiring Person” (as such terms are defined in the Rights Agreement) and 2) if we receive a “Qualifying Offer” (as defined in the Rights Agreement) and, within 120 days following receipt of the Qualifying Offer, do not redeem the rights or amend the Rights Agreement to permit the Qualifying Offer or a superior offer to be consummated, we will call a special meeting of shareholders in order to permit shareholders to vote upon the redemption of the rights or amendment of the Rights Agreement. We also have agreed not to lower the “flip-in” threshold under the Rights Agreement below 15% and not to extend the Rights Agreement beyond its current October 31, 2010 expiration date. In addition, any new rights agreement adopted by us will not have a term in excess of three years and will be subject to shareholder approval or ratification within one year after adoption.
 
The Board also amended its Corporate Governance Guidelines during the past year to reflect its decisions regarding the role of the lead director (as discussed further at page 11) and to reflect the Board’s decision to require directors to attend at least one accredited director education program every other year. The Corporate Governance Guidelines are discussed further at page 11 and a copy is posted on the “Corporate Governance” page of the Investor Relations section of our website at www.joann.com.
 
The Board also adopted a formal Equity Granting Policy, to ensure that all stock option and other equity grants comply with all legal requirements as well as best practices. This policy is discussed further at page 24 under the heading “Board Policies.”
 
The Board is recommending that shareholders approve amendments to our Articles of Incorporation to opt-out of the Ohio Control Share Acquisition Law and to our Code of Regulations to phase-in the annual election of directors (so that by the 2009 Annual Meeting of Shareholders all directors will stand for election on an annual basis).
 
The Corporate Governance Committee of the Board will continue to review our corporate governance structure on a regular basis and implement appropriate practices for us.
 
Governance Developments
 
We are committed to implementing and upholding high standards of responsible corporate governance. We continually monitor developments in the area of corporate governance and will continue to develop and implement appropriate practices for our company.
 
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