Governance

URBN’s Board of Directors represents our shareholders and advises our management team on key issues relating to our business, including financials & controls, governance, compliance, business ethics, and strategy. Our Board has 30% female representation and all nonexecutive board members are independent. Our Audit, Compensation & Leadership Development, and Nominating & Governance committees are comprised of all independent board members.

Impact Committee

URBN maintains an Impact Committee, co-chaired by URBN’s Chief Sourcing and Chief Administrative Officers, to set sustainability policies and goals, provide oversight of those policies, and track and report progress towards our goals. The Committee reports to the Board at least annually and maintains a functional Working Group which focuses on three areas: Environmental & Social, Data Privacy & Security, and Governance. The Working Group is comprised of operational management representatives and is responsible for recommending policies and goals to the Committee, implementing policies established by the Committee, and tracking and reporting to the Committee on progress towards goals falling within the Working Group’s remit.

Responsible Business & Sourcing

At URBN, we are committed to making supplier decisions with social and environmental factors in mind. Overall, we put the customer at the center of all of our supplier relationship decisions. We follow high ethical and legal standards and work with vendors and suppliers who share our commitment. URBN is adamant about protecting the safety, freedom and rights of those who produce the goods sold in our stores and through our wholesale business. We work with vendors worldwide to distribute and manufacture our apparel and also encourage our vendors to partner closely with our designers and merchants.

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Lead Independent Director

When the Chairman of the Board and the Chief Executive Officer roles are held by the same person, the URBN Board of Directors will annually elect a Lead Independent Director. This Director will coordinate activities of other independent Directors, provide input in the preparation of Board agenda, and perform other duties as determined by the Board.

Data Privacy & Security Policy

The Data Privacy & Security Working Group of URBN’s Sustainability Committee has primary responsibility for setting data security and privacy policies, overseeing those policies, and tracking and reporting on data security and privacy performance. The Working Group is comprised of URBN’s Global Data Privacy Officer, Global Director of IT Security, and General Counsel. The Working Group reports directly to the Audit Committee of the URBN Board of Directors at least annually.