The Corporate Governance guidelines have been adopted by the Board of Directors (the "Board") of Stage Stores, Inc. (the "Company") to assist the Board in the exercise of its corporate governance responsibilities. The purpose of the Guidelines is to provide a structure within which directors and the Company?s management can monitor the effectiveness of policy and decision making both at the Board and management level, with a view to enhancing shareholder value over the long term. The Guidelines are intended to be a work in progress subject to annual review and modification from time to time by the Board. In General. The Board believes that directors should be shareholders and have a financial stake in the Company in an amount that a director deems appropriate. The Corporate Governance and Nominating Committee shall be responsible, after consultation with the Chief Executive Officer and the Chairman of the Board and with consideration of the desires of individual directors, for recommending to the Board the appointment of (i) directors to various Board committees and (ii) chairmen of the various Board committees. The Board, with input from the Chief Executive Officer and the Compensation Committee, shall annually establish the performance criteria (including both long-term and short-term goals) to be considered in connection with the Chief Executive Officer?s annual performance evaluation.