Corporate Governance

The Board of Directors of Hudson's Bay Company (the "Company") sets high standards for the Company's Associates, Officers and Directors. Implicit in this philosophy is the importance of sound corporate governance. It is the duty of the Board of Directors to serve as a prudent fiduciary for shareholders and to oversee the management of the Company's business. To fulfill its responsibilities and to discharge its duty, the Board of Directors follows the procedures and standards that are set forth in the Company’s Corporate Governance Guidelines. The Company's certain governance documents and constating documents are provided below.

Title Documents

Corporate Governance Guidelines

Code of Business Conduct

Whistleblower Policy and Program Description

Audit Committee Charter

Corporate Governance and Nominating Committee Charter

Human Resources and Compensation Committee Charter

Articles of Amalgamation

Articles of Amendment

By-Law No. 2

Board Mandate

Majority Voting Policy - See section 10.1 of the Company's Corporate Governance Guidelines

Advance Notice Policy - See section 3.2 of the Company's By-Law No. 2

Position Description - Governor and Executive Chairman