Abercrombie & Fitch 2012 Annual Report Download - page 24

Table of Contents
The Code of Business Conduct and Ethics adopted by the Board also addresses the potential conflicts of interest which may arise when a director,
officer or associate has an interest in a transaction to which the Company or one of its subsidiaries is a party. If a potential conflict of interest arises
concerning an officer or director of the Company, all information regarding the issue is to be reported to the Company's General Counsel for review and, if
appropriate or required under the Company's policies (including the Company's Related Person Transaction Policy), submitted to the Nominating and Board
Governance Committee for review and disposition.
Transactions with Related Persons
Pursuant to the indemnification provisions contained in the Company's Amended and Restated Bylaws, the Company has paid the legal fees incurred by
current and former executive officers and directors in connection with the derivative lawsuits on behalf of the Company described in the section captioned
"Certain Legal Proceedings" on page 36. During Fiscal 2011, the Company advanced approximately $507,000 for such fees on behalf of such current and
former executive officers and directors. Each such current or former executive officer or director has undertaken to repay to the Company any expenses
advanced by the Company should it be ultimately determined that the executive officer or director was not entitled to indemnification by the Company. The
Company has been reimbursed for most of these fees under one or more of its insurance policies.
Director Independence
The Board has reviewed, considered and discussed each director's relationships, both direct and indirect, with the Company in order to determine
whether such director meets the independence requirements of the applicable sections of the NYSE Listed Company Manual (the "NYSE Rules"). The Board
has determined that seven of the nine current directors qualify as independent under the NYSE Rules. Specifically, the Board has determined that each of
James B. Bachmann, Lauren J. Brisky, Michael E. Greenlees, Archie M. Griffin, Kevin S. Huvane, Elizabeth M. Lee and Craig R. Stapleton has no
commercial, industrial, banking, consulting, legal, accounting, charitable, familial or other relationship with the Company, either directly or indirectly, that
would be inconsistent with a determination of independence under the applicable NYSE Rules. In the course of reaching these determinations, the Board
considered among other things:
• The relevant relationships described above in the section captioned "Certain Relationships and Related Transactions — Transactions with
Related Persons."
• Mr. Griffin is the Senior Vice President of Alumni Relations at The Ohio State University and an ex-officio member of the Board of Directors of
The Ohio State University Foundation. The Company will, subject to certain conditions, facilitate gifts which could aggregate to $10,000,000 over
no more than ten years (2007 to 2016) to The Ohio State University Foundation, which gifts are contemplated to be apportioned approximately 50%
to The Ohio State University Hospital and approximately 50% to The Arthur G. James Cancer Hospital and Richard J. Solove Research Institute of
The Ohio State University. Mr. Griffin was not involved, directly or indirectly, in the solicitation of these gifts to The Ohio State University
Foundation.
• Since the beginning of Fiscal 2011, the Company has made other charitable contributions to certain charitable organizations with which one or more
of the directors of the Company is affiliated. None of these charitable contributions has exceeded $50,000.
With respect to John W. Kessler, the Board broadly considered all relevant facts and circumstances, including (i) certain indirect relationships between
Mr. Kessler or members of his immediate family and the Company (such as (a) the Company's engagement from time to time of the Jones Day law firm (Mr.
Kessler's daughter serves as Partner-in-Charge of the Columbus office of Jones Day but, to the Company's knowledge, has no material direct or indirect
interest in the fees paid by the Company to Jones Day) and (b) the Company's charitable contributions to affiliates of The Ohio State University (Mr. Kessler's
son-in-law has served as Senior Vice President and Chief Financial Officer of The Ohio State University since February 2010)), (ii) discussions with certain
stockholders of the Company and (iii) positions of certain proxy advisory firms. Although none of
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