Abercrombie & Fitch 2012 Annual Report Download - page 22

Table of Contents
Name (Age)
Business Experience
During Past Five Years and
Other Information
Director
Since
Elizabeth M. Lee (68)
Since June 2009, Ms. Lee has served as the Head of School of Columbus School for Girls in Columbus, Ohio. She also
served as Interim Head of School of Porter-Gaud School in Charleston, South Carolina, and Trinity Episcopal School in
Austin, Texas between 2004 and 2009 and as the Headmistress of The Hockaday School in Dallas, Texas from 1990 until
2004. Ms. Lee was a past president of the National Association of Principals of Schools for Girls and the Country Day
School Headmasters Association, as well as a former board member of the National Association of Independent Schools
(NAIS) and the Educational Records Bureau, among many other organizations.
As a nationally recognized educator and a leader in the field of secondary education, Ms. Lee brings valuable insights into the
perspectives of teenage boys and especially teenage girls that the Board believes is beneficial. Her extensive service with
non-profit organizations and her involvement in issues of diversity and human rights are valuable in her role as a member of
the Corporate Social Responsibility Committee.
2010
Certain Relationships and Related Transactions
Review, Approval or Ratification of Transactions with Related Persons
The Board has adopted the Abercrombie & Fitch Co. Related Person Transaction Policy (the "Policy"), which is administered by the Nominating and
Board Governance Committee and the Company's General Counsel. A copy of the Policy is posted on the "Corporate Governance" page of the Company's
website at www.abercrombie.com, accessible through the "Investors" page. The Policy applies to any transaction, arrangement or relationship, or any series of
similar transactions, arrangements or relationships, in which the Company or one of its subsidiaries participates or will participate, the amount involved
exceeds or is expected to exceed $120,000, and a "related person" had, has or will have a direct or indirect interest. Pursuant to the Policy, a "related person"
is any person:
• who is or was an executive officer, a director or a director nominee of the Company, or an immediate family member of any such individual, at any
time since the beginning of the Company's last fiscal year; or
• who, at the time of the occurrence or at any time during the existence of the transaction, is the beneficial owner of more than 5% of the Company's
outstanding shares of Common Stock, or an immediate family member of a beneficial owner of more than 5% of the Company's outstanding
Common Stock.
Each director, director nominee or executive officer of the Company must notify the Company's General Counsel in writing of any interest that such
individual or an immediate family member of such individual had, has or may have, in a related person transaction. Each director, director nominee and
executive officer also completes a questionnaire on an annual basis designed to elicit information about potential related person transactions. In addition, any
related person transaction proposed to be entered into by the Company or one of its subsidiaries must be reported by the Company's management to the
Company's General Counsel. Any potential related person transaction that is raised will be analyzed by the Company's General Counsel, in consultation with
management and with outside counsel, as appropriate, to determine whether the transaction, arrangement or relationship does, in fact, constitute a related
person transaction requiring compliance with the Policy.
Pursuant to the Policy, all related person transactions (other than those deemed to be pre-approved or ratified under the terms of the Policy) will be
referred to the Nominating and Board Governance Committee for
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