Signet Jewelers : Corporate Governance Guidelines

Corporate Governance Guidelines

Last reviewed and amended by the Board on March 5, 2024

1. The Role of the Board of Directors (the "Board")

The Board's prime objective is the sustainable enhancement of business performance and shareholder value. It is responsible for determining all major policies, ensuring that effective strategies and management are in place, assessing performance of Signet Jewelers Limited ("Signet" or the "Company" and collectively with its subsidiaries and affiliated entities, the "Group") and its senior management, and reviewing the systems of internal control. The Board is currently comprised of twelve members. The Board delegates the day-to-day management of the Company to the Chief Executive Officer and other senior executives of the Company and provides oversight of management.

The Board also seeks to present to shareholders, potential investors and other interested parties a balanced and coherent assessment of the Company's strategy, financial position and prospects. Board members are expected to attend Board meetings and review materials relating to those meetings in advance.

The Board monitors developments in corporate governance, including under the Companies Act 1981 of Bermuda, the NYSE Listing Standards, SEC requirements, the Sarbanes-Oxley Act and the Dodd-Frank Act. The Board reviews its performance and procedures in light of changing expectations regarding best practice and makes amendments, where it believes appropriate, to take account of them.

1. Separate and Independent Chair

The Company has a Chair of the Board who is separate from its Chief Executive Officer and whom the Board has determined to be independent under the listing standards of the NYSE. The Board considers it to be important for its effectiveness and efficiency to maintain a clear division of responsibilities between the running of the Board and the executive responsibility for the running of the Company's business; therefore, the Board has agreed that the roles of Chair and Chief Executive Officer should be separate.

The division of responsibilities between the Chair and the Chief Executive Officer has been specifically agreed by the Board.

In summary, the Chair is responsible for:

• effective running of the Board, including an ongoing evaluation of its performance and that of the individual directors, and the Board's compliance with corporate governance requirements and best practices;
• consulting with and advising executive management about planned presentations to the Board, involving but not limited to, topics of longer-term strategy, medium-term plans, annual budgeting or, at the Chair's discretion, any other significant matters;
• consulting with and advising the Chief Executive Officer on contemplated executive management personnel selections, organizational alignment and responsibilities, and compensation recommendations;
• keeping the other independent directors appropriately informed of developments within the business and shareholders' attitude toward the Company; and
• safeguarding Signet's reputation and representing it both internally and externally.

In summary, the Board has agreed that the Chief Executive Officer is responsible for:

• the executive leadership of the business;
• developing and presenting to the Board, strategy, medium-term plans and budgets;
• within this framework, the performance of the business;
• complying with legal and corporate governance requirements, together with the social, ethical and environmental principles of Signet; and
• making recommendations on the appointment and compensation of executive officers and management development.

1. Executive Sessions of Independent Directors

Independent directors meet regularly in executive session without management participation. At those meetings the Chair presides. This encourages open discussion. In addition, at least once per year the independent directors, excluding the Chair, meet separately in executive session to consider the independent Chair's performance. At those meetings, the Chair of the Governance & Technology Committee presides.

1. Independent Directors Constitute a Majority of the Board

The Board currently comprises of one executive director and eleven independent directors including the Chair.

The Board has affirmatively determined that each of the non-executive directors is "independent" under the NYSE listing standards.

In considering "independence" the Board considers any commercial, consulting, legal, accounting, charitable or any other business or non-business relationships that a director or such director's immediate family may have with the Company.

1. Management Development and Succession Planning

The Board periodically reviews management development and succession planning with respect to senior management positions and engages the Chief Executive Officer in such discussions. The Board considers from time to time as appropriate potential successors to the Chief Executive Officer in the event of such person no longer serving in that position. The Chief Executive Officer reports at least annually to the Board on succession planning and the Company's program for management development.

1. Director Orientation and Continuing Education and Board Access To Management and Independent Advisor

On appointment, new directors take part in an induction program and are given an opportunity to familiarize themselves with Signet's business, procedures and investor perceptions. In addition to meeting with management, this process includes briefings from Signet's external auditor, lawyers and financial advisers. Directors are encouraged to stay current on the industry, regulations and governance best practices and attend relevant courses or receive appropriate training to equip them to carry out their duties. The Governance & Technology Committee assists with identifying and facilitating appropriate director development and education opportunities, from time to time, and the Company reimburses directors for reasonable out-of-pocket expenses incurred in connection with such continuing education. The independent directors are given regular opportunities to see the operations of the business and have access to management, staff and, as necessary and appropriate, independent advisors.

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1. Board Evaluation

The performance of the Board, its Committees and individual members is rigorously monitored at least annually to ensure that each director continues to contribute effectively and demonstrates commitment to the role. The Board has a formal written procedure for the evaluation process, which is coordinated and overseen by the Governance & Technology Committee. The Board also periodically engages an independent third party to evaluate directors, Committees and the Board. The process is designed to help in assessing the future development needs of the Board and the directors.

1. Board Committees

Certain matters are delegated to Board Committees, each with Charters setting out defined terms of reference, procedures, responsibilities and powers. The principal committees are the Audit, Governance & Technology, Human Capital Management & Compensation, Corporate Citizenship & Sustainability and Finance Committees, and the Corporate Secretary acts as secretary to all of them.

The Governance & Technology Committee recommends to the Board for approval the directors to be appointed to each Committee, after consultation with the Chair of each Committee, and with consideration of the views, experiences and characteristics of individual directors. The Board appoints the Chair of each Committee.

1. Board Diversity

The benefits of having a diverse Board are recognized and embraced by the Company. A diverse Board will include differences in skill, industrial experience, background, ethnicity, gender and other qualities. These differences, merit and agreed objective criteria will be considered in determining the best composition of the Board.

The Governance & Technology Committee oversees the annual Board performance evaluation. As part of this review, it will consider the diversity of skills, experience, independence, knowledge and other characteristics of the Board and how this mix of attributes supports the Board's effectiveness and the Company's corporate purpose.

1. Directors' Term Limits, Tenure and Retirement

The Board believes that it is an advantage to have the continuous contribution of directors over a period of time during which they are able to develop awareness and insight of the Company and thereby able to make a valuable contribution to the Board as a whole.

Subject to the Company's Bye-Laws and annual evaluation process, the Board's policy is that each independent director must retire from the Board of Directors by not standing for re-election at the next annual general meeting of the Company's shareholders following such director's 12th anniversary of service on the Board, unless the Board, in its absolute discretion, determines that it is in the best interests of the Company and its shareholders to extend the director's service for an additional period of time; provided however, that no more than two directors are impacted at any one annual general meeting of shareholders by this provision. In such circumstances the director(s) with the shortest tenure on the Board and otherwise impacted by this provision shall be deferred until a subsequent annual meeting of shareholders for retirement.

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2. The Audit Committee

The Audit Committee has a written Charter, which is reviewed annually. The Audit Committee's responsibilities include the review of the appropriateness and effectiveness of the Company's accounting policies and financial procedures and oversight of the external auditor's work, including the scope and result of the audit. The Audit Committee also reviews the effectiveness of the internal auditors and the Disclosure Control Committee and the application of the Company's whistleblowing procedures.

The Audit Committee reviews the whistleblowing procedures annually and receives reports quarterly on all matters raised to the Company and on actions taken. The Audit Committee also reviews the effectiveness of the Company's internal control and risk management procedures and reports to the Board on these matters. This review is based on a report submitted via the Risk Committee, which includes the Company's prioritized risk register. In addition to the management self-certification process, the Audit Committee receives regular updates on divisional and Company based internal audit activity throughout the year and reviews reports submitted to the Board by the Company's external auditor. The Audit Committee reviews, discusses with management and approves for submission to the Board all Company audited financial statements, as well as approving quarterly reports and other results and earnings announcements.

The external auditor's objectivity and independence is monitored by the Audit Committee which also has the primary responsibility for recommending to shareholders for approval the appointment of the external auditor, determining its fees and making an annual assessment of the external auditor's independence (including consideration of a written disclosure by the external auditor of all relationships with the Company). The planned rotation of partners and staff of the external auditor, together with a cooling off period before anyone from the external auditor joins the Company, also assist in maintaining the independence of the external auditor. The Audit Committee has reviewed and approved a policy for the provision of audit and non-audit services by the external auditor which is compliant with SEC requirements. The policy requires that the Audit Committee approves in advance all audit and non-audit work carried out by the external auditor (subject to a de minimis amount, this being then reported to the Audit Committee on a quarterly basis). The approval process requires disclosure of the objectives and scope of services to be performed in addition to the fee structure. The Audit Committee also reviews all approved services and fees at subsequent meetings.

The Audit Committee has an established channel of direct communication with the external auditor who normally attends meetings by invitation except in relation to certain aspects of their own appointment, assessment of their independence and determination of their fees. The Chair, the Chief Executive Officer, the Chief Financial Officer and others also attend the meeting by invitation. The Audit Committee meets at least once a year with both the external auditor and internal auditors without executive management being present. The Audit Committee also meets on two occasions during the year with management to assess the risk and internal audit function and for the purpose of being briefed on business and technical developments. The Vice President, Internal Audit also reports to the Committee on the processes in relation to the review of business risks.

All members of the Audit Committee are independent, as defined by the SEC and the NYSE listing rules, and the only remuneration members of the Audit Committee receive, from the Company, is as directors. All of the members of the Audit Committee have significant financial experience either as a result of positions held in other companies or from advising on financial matters.

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3. Governance & Technology Committee

The Governance & Technology Committee has a written Charter which is reviewed annually. The Governance & Technology Committee has responsibility for reviewing the overall corporate governance of the Company, and the composition, balance and diversity of the Board and its Committees, as well as Board and senior management succession. The Governance & Technology Committee consults with the Human Capital Management & Compensation Committee in its review of and recommendation to the Board regarding the fee levels or structure of fees, paid to the independent directors. The Governance & Technology Committee's responsibilities also include overseeing and reviewing the Company's cybersecurity and data privacy risks and protocols, and overseeing and providing guidance on technology matters relating to the Company as an omnichannel enterprise, including matters pertaining to eCommerce, information technology, digital capabilities and data analytics.

The Governance & Technology Committee reviews on a periodic basis and makes recommendations to the Board in relation to succession planning for the positions of Chief Executive Officer and Chair of the Board and oversees succession planning for other senior management positions based on their effectiveness and ability to add value to the business. In the event of the retirement or emergency departure of the Chief Executive Officer, the Governance & Technology Committee and the Board will implement temporary measures until a replacement Chief Executive Officer is appointed.

The Governance & Technology Committee will develop a job specification and may use the services of external recruitment agencies to identify suitable candidates for Chief Executive Officer and Board appointments. The Governance & Technology Committee carries out interviews with such candidates in accordance with a formalized process, as well as evaluates incumbent individual directors. The review of any independent director, who is serving beyond six years from first being elected to the Board, is considered with particular care. No director is involved in any decision about their own re-appointment.

When the role of the Chair or any matter relating to succession to that role is discussed, the Chair may be consulted, but the responsibility for preparing a job specification and making any recommendation to the Board rests solely with the Governance & Technology Committee.

4. Human Capital Management & Compensation Committee

The Human Capital Management & Compensation Committee has a written Charter, which is reviewed annually. The Human Capital Management & Compensation Committee's role is to: (i) set the compensation policy for executive officers, as defined under Rule 3b-7 of the Securities Exchange Act of 1934 and direct reports to the Chief Executive Officer (the "non-CEO Executives") and to recommend the compensation policy for the Chief Executive Officer and to ensure that such policies are designed to fairly reward executives for their individual contributions to Company performance, having due regard for the interests of shareholders, the financial and commercial health of the Company and pay and other conditions throughout the Company, and (ii) provide oversight on behalf of the Board relating to overall management of human capital, including culture, diversity and inclusion, compensation programs benefits and wellbeing strategy, talent and performance management, and succession planning. It is also the role of the Human Capital Management

• Compensation Committee to ensure that the Company's compensation policies remain competitive and to administer the Company's clawback policies.

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The Human Capital Management & Compensation Committee recommends to the Board for approval the compensation of the Chief Executive Officer. The compensation of the non- CEO Executives is set by the Committee based on recommendations made by the Chief Executive Officer after consultation with the Chair. The Human Capital Management & Compensation Committee also reviews at least quarterly any equity awards granted to employees by the Chief Executive Officer under the Chief Executive Officer's delegation of authority by the Human Capital Management & Compensation Committee. Where executive directors are involved in assisting the Human Capital Management & Compensation Committee, care is taken to recognize and avoid possible conflicts of interest.

The Human Capital Management & Compensation Committee has developed the following sub-principles that it applies:

• The compensation program aligns the interests of senior management with those of shareholders. This is achieved by delivering a significant portion of total compensation for executive officers as incentives dependent on factors that should reflect long-term growth in shareholder value.
• The only element of guaranteed pay is base salary. The percentage of at-risk compensation increases in line with the responsibility and experience of each executive.
• Elements of compensation that are at risk should reward annual and multi-year exceptional performance.
• Compensation should include a retention component, to encourage high performing executives to remain with the Company.
• The compensation program should be constructed so that the executive officers understand and are motivated to achieve the performance required to receive various levels of payments.
• The compensation program should encourage all executive officers to build a substantial holding of the Company's shares.

The Company has a share ownership policy applicable to the Board of Directors and executive officers to align their interests with those of shareholders over the long-term. The Chief Executive Officer is expected to build a holding of Common Shares equal to at least five times base salary within five years of becoming Chief Executive Officer. In addition, the Chair and each independent director is expected to achieve a minimum share ownership value of three times the annual value of the equity-based compensation of the Chair's and independent directors' fees (currently $240,000 and $160,000 for the Chair and independent directors, respectively) within five years of selection as Chair or election to the Board of Directors. However, once achieved at any given share price, the requirement is considered to have been met notwithstanding any subsequent change in share price. The holding is to be maintained while the Chief Executive Officer remains an executive officer or the Chair or independent director remains a director, as applicable, of the Company. Unvested time- based restricted shares and restricted stock units count toward the ownership requirements.

All members of the Human Capital Management & Compensation Committee are independent without any personal financial interest (other than as shareholders) in matters decided by the Human Capital Management & Compensation Committee. No executive officer is involved in determining their own compensation.

The Human Capital Management & Compensation Committee regularly uses external professional advice from independent compensation advisers and makes use of competitive independent market surveys.

The Human Capital Management & Compensation Committee reviews and recommends any amendment of fee levels or structure of fees, paid to the independent directors in consultation with the Governance & Technology Committee. The actual form and amount of

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compensation is determined by the Board after consideration of, among other factors, external comparisons, and the time commitment and the responsibilities of the independent directors and is reviewed annually.

5. The Corporate Citizenship & Sustainability Committee

The Corporate Citizenship & Sustainability Committee has a written Charter, which is reviewed annually. The role of the Corporate Citizenship and Sustainability Committee is to oversee and advise the Board and management regarding the Company's risks, opportunities, strategies and goals, policies related to the Company's corporate citizenship and sustainability matters described in the Committee's charter, including those relating to environmental, social and governance ("ESG").

The Committee oversees and advises on the Company's corporate sustainability and ESG strategies, including how these strategies align with the Company's overall business strategy and objectives of protecting and enhancing the reputation, brand image and external representation of the culture of the Company. The Committee advises on the establishment of, and any modifications to, the Company's Corporate Sustainability Goals ("CSGs") and broader ESG objectives to support the Company's CSG and ESG strategies. The Committee also monitors external developments (both opportunities and risks) that may significantly impact the Company's reputation and its CSGs and ESG objectives and related initiatives, including developments in ESG frameworks or guidance and related regulatory changes. It is responsible for overseeing the implementation of appropriate communications policies to build and protect the Company's reputation both internally and externally with respect to corporate sustainability and ESG matters. It advises on the Company's engagement with external stakeholders and other interested parties regarding corporate sustainability and ESG matters, including corporate purpose, reputation and culture, and the CSGS and other sustainability-related initiatives and programs. The Committee oversees the implementation and effectiveness of appropriate policies, initiatives, systems and supporting measures in furtherance of the corporate sustainability and ESG objectives. It also oversees the implementation and effectiveness of appropriate community impact programs and philanthropic policies and monitors their application, including with respect to the Signet Love Inspires Foundation. The Committee collaborates with the Human Capital Management & Compensation Committee in its oversight of diversity, employee engagement and employee experience practices. It also reviews its annual Corporate Citizenship & Sustainability Report.

6. Finance Committee

The Finance Committee has a written Charter, which is reviewed annually. The role of the Finance Committee is to review and guide strategic direction and oversee and offer advice to the Board and management pertaining to risks, opportunities, policies, processes and progress regarding: (i) corporate financing or refinancing transactions; and (ii) the Company's credit and finance program and portfolio.

The Finance Committee oversees and reports to the Board (and the Audit Committee, as appropriate) the Company's strategy and plan for its credit program, including regarding risk exposures and the steps and processes management has implemented to monitor and control such exposures, terms and impact on the Company's operations, financial statements and results. The Finance Committee reviews and provides strategic direction regarding any potential structures and related transactions and financing arrangements for the extension of credit or other financing options to the Company's customers proposed by management or, as appropriate, proposed by third parties, and make recommendations to the Board for final approval with respect thereto. The Finance Committee reviews and

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provides strategic direction regarding corporate financing or refinancing transactions and arrangements proposed by management or, as appropriate, proposed by third parties, and make recommendations to the Board for final approval with respect thereto. The Finance Committee also reviews and provides strategic direction regarding the Company's annual budget planning activities, mergers and acquisitions, dividend and share repurchase programs, and treasury and capital allocation strategies and program, and makes recommendations regarding the same to the Board, as required or appropriate.

7. Clawback Policy

It is the Company's current policy that, in the event of a material restatement of the Company's financial results, the Human Capital Management & Compensation Committee will recalculate all incentive compensation based on the restated results. If there was any underpayment or any overpayment, the Human Capital Management & Compensation Committee will determine, in its sole discretion, whether the Company will provide payment for the amount of any underpayment or require that all recipients return any overpayment to the Company. The Human Capital Management & Compensation Committee may, among other actions, provide that the amount of the overpayment will be deducted from any future incentive compensation earned, and if a former employee refuses to make repayment, direct the Company to take legal action, balancing the amount to be recovered versus the cost of such legal action.

Additionally, the Human Capital Management & Compensation Committee may also, in its sole discretion, recoup any recipient's incentive compensation or cancel, reduce or cause to be forfeited any outstanding incentive-based award for material violations of our Code of Conduct and our Code of Ethics for Senior Officers or other conduct by the recipient, including without limitation, a breach of non-competition,non-solicitation, confidentiality, or other restrictive covenants that are applicable; a termination of employment for cause; or other conduct by the recipient, in each case that is detrimental to the business or reputation of the Company and/or its affiliates.

This Policy shall be administered by the Human Capital Management & Compensation Committee and any determinations made by the Human Capital Management & Compensation Committee shall be final and binding on all affected individuals.

The Company has also adopted a Clawback Policy for Accounting Restatements (the Restatement Clawback Policy") that is designed to comply with Section 10D of the Securities Exchange Act of 1934 and Section 303A.14 of the NYSE Listed Company Manual ("Clawback Regulations"). The Restatement Clawback Policy applies to the Company's current and former team members who have been designated by the Board as executive officers in accordance with Section 10D, which shall generally include individuals subject to the requirements of Section 16 under the Exchange Act, and such other team members who may from time to time be determined by the Human Capital Management & Compensation Committee, in its sole discretion, to be subject to such policy. The Restatement Clawback Policy applies in addition to this policy and will govern to the extent required by the Clawback Regulations.

8. Executive Management

Signet comprises three operating divisions: North America, International and Other. The executive officers, as designated pursuant to applicable securities laws, are appointed by the Board. The Chief Executive Officer Chairs meetings of the Signet Leadership Team that that generally consists of the Chief Financial Officer and various leaders of the Company's Banners, divisions and functions. The executive officers and other members of the Signet

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Leadership Team are responsible for the performance of Signet and its compliance with the internal policies and procedures set by the Board. As part of this responsibility, the executive officers and other members of the Signet Leadership Team regularly report to the Board on the performance of Signet, the competitive environment and its relations with stakeholders.

9. Business Conduct and Ethics

Signet strives to act in accordance with the laws and customs of each country in which it operates; to adopt proper standards of business practice and procedure; to operate with integrity; and to observe and respect the culture of each country in which it operates. To that end, the Company has adopted a statement of social, ethical and environmental principles and supporting policies applicable to all officers and employees of the Company and complies with the requirements of the NYSE. In addition, the Company has policies on business integrity, as well as more detailed guidance and regulations in the Company's staff induction, training and operational procedures. These policies meet the requirements of the NYSE, and include a code of business conduct and a code of ethics, as well as whistleblower complaint procedures.

10. Relations with Shareholders

The Board recognizes the importance of relations with shareholders and communicates regularly with them about the Company's strategy, financial performance and prospects. It does this through documents distributed to shareholders, stock exchange announcements, the Company's website and in meetings. Conference calls on quarterly and annual results are open to all interested parties, including private shareholders, through the use of teleconferences and webcasting. Other presentations are available on the Company website. The Board recognizes that private investors have the opportunity to interact with the Board at general meetings of shareholders. All of the directors are encouraged to attend the annual general meeting and the chairs of the Audit, Governance & Technology, Human Capital Management & Compensation, Corporate Citizenship & Sustainability and Finance Committees, in addition to the Chair of the Board, are available to answer questions relating to the function of their respective Committees.

The Chief Executive Officer, Chief Financial Officer and the leader of Investor Relations carry out an extensive program of meetings with institutional investors. Shareholders who wish to send communications to the Board of Directors, the Chair or any other individual director may do so in writing, addressed to the Corporate Secretary at Signet Jewelers Limited, 375 Ghent Road, Akron, OH 44333.

The Board is kept informed of investment market attitudes to the Company by receiving regular reports on investor relations, copies of brokers' and/or analyst research, press cuttings and third-party surveys of investor perceptions.

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