Board’s decision, the decision is to be reported by filing a Current Report on Form
8-K. If a resignation is accepted, the Governance, Risk & Nominating Committee would also recommend to the Board whether to fill such vacancy immediately, retain the vacancy for a period, or reduce the size of the Board.
Term Limits and
Mandatory Retirement Age
The Board has not established a maximum length of service or a mandatory retirement age
for directors. The Board believes that the skillsets and perspectives of its members should remain sufficiently current and broad in dealing with current and changing business dynamics, and therefore seeks to maintain a balance of directors with
varying lengths of service and ages. While the Board recognizes that term limits and/or a mandatory retirement age could assist in this regard, such requirements may have the unintended consequence of forcing the Board and the Company to lose the
contribution of directors who over time have developed increased judgment, knowledge, and valuable insight into the Company and our operations. The Board also believes that there are other, more effective means to address board refreshment,
including through a robust annual self-assessment process.
Communicating with the Board of Directors
Our shareholders or other interested parties wishing to communicate with the Board, the
non-management directors as a group, or any individual director may do so in writing by addressing the correspondence to that individual or group as follows:
USANA Health Sciences, Inc.
c/o Joshua Foukas, Chief Legal Officer, General Counsel and Corporate Secretary
3838 West Parkway Boulevard
Salt Lake City, Utah 84120
Please address any communication by e-mail to investor.relations@usanainc.com
and mark “Attention: Corporate Secretary” in the “Subject” field.
Our Chief Legal Officer serves as Corporate Secretary and determines, at his discretion,
whether the nature of the communication is such that should be brought to the attention of the Board, a committee, the Lead Independent Director, or all independent directors. Accounting, audit, internal accounting controls, and other financial
matters will be referred to the Chair of the Audit Committee. Other matters will be referred to the non-management directors, or individual directors as appropriate. As a general matter, the Corporate Secretary does not forward spam, junk mail,
mass mailings, job inquiries, surveys, business solicitations, advertisements, or offensive or inappropriate material.
Risk Oversight and Management
Our Board is actively involved in the assessment, oversight and management of the
material corporate risks that could affect the Company. The Board carries out its risk oversight and management responsibilities by monitoring risk directly as a full board and, where appropriate, through its committees. Effective risk oversight
is a priority of the Board.
Our Board has delegated responsibility for risk management largely to the Audit
Committee and the Governance, Risk & Nominating Committee. The Board has also delegated responsibility for risk management related to executive compensation to the Compensation Committee and risk management related to all matters of corporate
sustainability to the Sustainability Committee. The Audit Committee oversees assessment and management of risk related to our financial, legal and fraud policies. This includes regular evaluation of risks related to our financial statements,
internal control over financial reporting, liquidity, capital structure, and investments, including land acquisition and development. The Governance, Risk & Nominating Committee oversees our general risk identification and mitigation process.
This includes regular evaluation of strategic, operational, legal, regulatory, and corporate governance risks, including through this committee’s oversight of the Company’s enterprise risk management system, which is operated by management. The
Board and its committees also receive regular reports from members of senior management on areas of material risk to the Company. While the Board has an oversight role, management has the direct responsibility for management and assessment of
risks and the implementation of processes and controls to
