Abercrombie & Fitch 2012 Annual Report Download - page 23

Table of Contents
approval (or disapproval), ratification, revision or termination. Whenever practicable, a related person transaction is to be reviewed and approved or
disapproved by the Nominating and Board Governance Committee prior to the effective date or consummation of the transaction. If the Company's General
Counsel determines that advance consideration of a related person transaction is not practicable under the circumstances, the Nominating and Board
Governance Committee will review and, in its discretion, may ratify the transaction at that Committee's next meeting. If the Company becomes aware of a
related person transaction not previously approved under the Policy, the Nominating and Board Governance Committee will promptly review the transaction,
including the relevant facts and circumstances, and evaluate all options available to the Company, including ratification, revision, termination or rescission of
the transaction, and take the course of action that Committee deems appropriate under the circumstances.
No director may participate in any approval or ratification of a related person transaction in which the director or an immediate family member of the
director is involved. The Nominating and Board Governance Committee may only approve or ratify those transactions that the Committee determines to be in
the Company's best interests. In making this determination, the Nominating and Board Governance Committee will review and consider all relevant
information available to it, including:
• the related person's interest in the transaction;
• the approximate dollar value of the transaction;
• the approximate dollar value of the related person's interest in the transaction without considering the amount of any profit or loss;
• whether the transaction was undertaken in the ordinary course of the business of the Company or the applicable subsidiary of the Company;
• whether the terms of the transaction are no less favorable to the Company or the applicable subsidiary of the Company than terms that could be
reached with an unrelated third party;
• the purpose of the transaction and its potential benefits to the Company or the applicable subsidiary of the Company;
• the impact of the transaction on the related person's independence; and
• any other information regarding the transaction or the related person that would be material to investors in light of the circumstances.
Any related person transaction previously approved or ratified by the Nominating and Board Governance Committee or otherwise already existing that
is ongoing in nature is to be reviewed by the Nominating and Board Governance Committee annually.
Pursuant to the terms of the Policy, the following related person transactions are deemed to be pre-approved or ratified (as appropriate) by the
Nominating and Board Governance Committee even if the aggregate amount involved would exceed $120,000:
• interests arising solely from ownership of the Company's Common Stock if all stockholders receive the same benefit on a pro rata basis;
• compensation to an executive officer of the Company, as long as the executive officer is not an immediate family member of another executive
officer or director of the Company and the compensation has been approved, or recommended to the Board for approval, by the Compensation
Committee;
• compensation to a director for services as a director if the compensation is required to be reported in the Company's proxy statement;
• interests deriving solely from a related person's position as a director of another corporation or organization that is a party to the transaction;
• interests deriving solely from the related person's direct or indirect ownership of less than 10% of the equity interest (other than a general partnership
interest) in another person which is a party to the transaction; and
• transactions involving competitive bids.
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