{"id":205,"date":"2026-04-14T00:28:47","date_gmt":"2026-04-14T00:28:47","guid":{"rendered":"https:\/\/sustainability.pricesmart.com\/index.php\/governance\/"},"modified":"2026-04-14T00:29:02","modified_gmt":"2026-04-14T00:29:02","slug":"governance","status":"publish","type":"page","link":"https:\/\/sustainability.pricesmart.com\/?page_id=205","title":{"rendered":"Governance"},"content":{"rendered":"\t\t
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We believe that sound corporate governance practices promote sustainable growth and mitigate risk. Accordingly, we have sought to assemble a Board of Directors with members who can best perpetuate the success of the business and represent stockholder interests through the exercise of sound judgment, using their diversity of experience, expertise, and backgrounds. Our Board of Directors includes a mix of entrepreneurs, experienced accounting and legal professionals, academics, and governance experts. While PriceSmart does not have a specific policy regarding board diversity, in connection with its evaluation of director candidates, our Nominating\/Corporate Governance Committee considers diversity of expertise and experience in substantive matters pertaining to our business; diversity of background (including diversity of gender, race and ethnicity); and life experience. The Board of Directors and our Nominating\/Corporate Governance Committee are committed to actively seeking highly qualified women and individuals from other underrepresented groups to include in the pool from which new candidates are selected.<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t

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Other governance highlights include:<\/h2>\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t
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All directors are elected annually;<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t

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Our Chief Executive Officer, President, and all of our Executive Vice Presidents and outside directors are subject to stock ownership requirements;<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t

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Independent directors meet in executive session, without other directors or management present, on a periodic basis whenever they deem necessary or appropriate, but no less than twice per year;<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t

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Directors are provided with orientation and continuing education opportunities.<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t

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PriceSmart had seven standing Committees of the Board \u2013 Audit, Compensation and Human Capital, Nominating\/Corporate Governance, Executive, Finance, Digital Transformation, and Environmental and Social Responsibility. The Environmental and Social Responsibility Committee assisted the Board in discharging its oversight responsibility related to ESR matters, but the Board determined to dissolve this Committee concurrently with the 2025 Annual Meeting of Stockholders. The ESR Committee\u2019s responsibilities will be allocated to other Committees and the full Board. The Nominating\/Corporate Governance Committee oversees most governance issues.<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t

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Business Conduct and Ethics<\/h2>\t\t\t\t<\/div>\n\t\t\t\t
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We believe our commitment to conduct business ethically and with integrity is key to our performance. Our Board adopted a Code of Ethics (the \u201cCode\u201d) to provide guiding principles for the company. The Code applies to each and every one of us: employees of all levels, in-house contractors, and our subsidiaries or affiliates. All supervisory and management personnel, including our officers and directors, are expected to lead according to these standards.<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t

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The Code covers a wide range of business principles, including:<\/h2>\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t
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  • Reporting any illegal or unethical behavior<\/li>
  • Zero tolerance for retaliation<\/li>
  • Commitment to diversity, inclusion and respect<\/li>
  • Health and safety<\/li>
  • Confidentiality<\/li>
  • Using company assets responsibly<\/li>
  • Providing accurate and transparent financial statements and records<\/li>
  • Prohibition of insider trading<\/li>
  • Communicating honestly<\/li>
  • Competition and fair dealing<\/li>
  • Gifts and hospitality<\/li>
  • Avoiding conflicts of interest<\/li>
  • Preventing bribery and corruption<\/li>
  • Compliance with global trade regulations<\/li>
  • Upholding our environmental commitments<\/li>
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    Employees who have questions or concerns about any of these issues are encouraged to talk to supervisors, members of management, local human resources representatives, an in-house company attorney, or our Corporate Ethics and Compliance Department. Retaliation of any kind against anyone who, in good faith, seeks advice, raises a concern, or participates in an investigation will not be tolerated. Employees may also report such activity confidentially through our \u201cThe Right Way Help Line,\u201d which is available 24 hours a day, seven days a week. We communicate these tenets to our employees via our website, through training, and in our communal workspaces, and we encourage everyone to maintain high ethical standards at all times.<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t

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    Data Security<\/h2>\t\t\t\t<\/div>\n\t\t\t\t
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    PriceSmart is committed to maintaining the security of data that we or our third-party service providers collect and store regarding our Members, employees, and business partners. We rely on information technology systems for point-of-sale processing in our clubs and for e-commerce transactions, supply chain, financial reporting, human resources, club operations, and various other processes and transactions. While no cyber defenses are perfect and we experience constant threats and attacks to our systems, we partner with industry leaders to regularly update our systems and enhance our security.<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t

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    Laying the Groundwork for Business Continuity<\/h2>\t\t\t\t<\/div>\n\t\t\t\t
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    We enhanced our emergency response policies to improve our emergency preparedness and business continuity plan.<\/p>

    Among other things, we created a more comprehensive Emergency Response Framework to be implemented in collaboration with our Enterprise Risk Management department.<\/p>

    This framework improves our preparedness by integrating advanced risk assessment and response strategies, thereby improving safety for our employees and Members. In addition to facilitating and organizing actions during workplace emergencies across all PriceSmart business units, it ensures that each club is prepared to respond effectively in an emergency. The program also creates a new emergency committee and provides each of our clubs and other facilities with key information and protocols.<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t","protected":false},"excerpt":{"rendered":"

    We believe that sound corporate governance practices promote sustainable growth and mitigate risk. Accordingly, we have sought to assemble a Board of Directors with members who can best perpetuate the success of the business and represent stockholder interests through the exercise of sound judgment, using their diversity of experience, expertise, and backgrounds. Our Board of […]<\/p>\n","protected":false},"author":3,"featured_media":0,"parent":0,"menu_order":0,"comment_status":"closed","ping_status":"closed","template":"elementor_header_footer","meta":{"footnotes":""},"class_list":["post-205","page","type-page","status-publish","hentry"],"_links":{"self":[{"href":"https:\/\/sustainability.pricesmart.com\/index.php?rest_route=\/wp\/v2\/pages\/205","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/sustainability.pricesmart.com\/index.php?rest_route=\/wp\/v2\/pages"}],"about":[{"href":"https:\/\/sustainability.pricesmart.com\/index.php?rest_route=\/wp\/v2\/types\/page"}],"author":[{"embeddable":true,"href":"https:\/\/sustainability.pricesmart.com\/index.php?rest_route=\/wp\/v2\/users\/3"}],"replies":[{"embeddable":true,"href":"https:\/\/sustainability.pricesmart.com\/index.php?rest_route=%2Fwp%2Fv2%2Fcomments&post=205"}],"version-history":[{"count":0,"href":"https:\/\/sustainability.pricesmart.com\/index.php?rest_route=\/wp\/v2\/pages\/205\/revisions"}],"wp:attachment":[{"href":"https:\/\/sustainability.pricesmart.com\/index.php?rest_route=%2Fwp%2Fv2%2Fmedia&parent=205"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}