Abercrombie & Fitch 2012 Annual Report Download - page 25

Table of Contents
the aforementioned relationships disqualifies Mr. Kessler from being deemed independent under the NYSE Rules and although the Company has analyzed the
indirect relationships noted in (i) above under Item 404 of SEC Regulation S-K and the Company's Related Person Transaction Policy and concluded that
none of such relationships constitutes a related person transaction, the Board determined that, based on the relevant facts and circumstances as a whole,
Mr. Kessler does not qualify as independent at this time. Mr. Kessler is not currently serving (and did not during Fiscal 2011 serve) on the Audit Committee,
the Compensation Committee or the Nominating and Board Governance Committee.
Mr. Jeffries does not qualify as independent because he is an executive officer of the Company.
There are no family relationships among any of the directors and executive officers of the Company. Please see the text under the caption
"SUPPLEMENTAL ITEM. EXECUTIVE OFFICERS OF THE REGISTRANT" in Part I of the Company's Fiscal 2011 Form 10-K for information about the
Company's executive officers.
Meetings of and Communications with the Board
The Board held nine meetings of the full Board and four non-management director meetings and took two actions by written consent during Fiscal
2011. All directors attended at least 75% of the Board and Board committee meetings they were eligible to attend during Fiscal 2011.
Although the Company does not have a formal policy requiring members of the Board to attend annual meetings of the stockholders, the Company
encourages all incumbent directors and director nominees to attend each annual meeting of stockholders. All of the directors attended the Company's last
annual meeting of stockholders held on June 16, 2011.
In accordance with the Company's Corporate Governance Guidelines and applicable NYSE Rules, the non-management directors of the Company meet
(without management present) at regularly scheduled executive sessions at least twice per year and at such other times as the directors deem necessary or
appropriate. Executive sessions of the non-management directors are scheduled as an agenda item at each regularly scheduled in-person meeting of the Board,
although the non-management directors do not always meet in executive session. All meetings of non-management or independent directors are presided over
by the Lead Independent Director. If the non-management directors include directors who are not independent, then at least once a year the independent
directors of the Company will meet in executive session and the Lead Independent Director will preside at each executive session.
The Board believes it is important for stockholders and other interested parties to have a process to send communications to the Board and its individual
members. Accordingly, stockholders and other interested parties who wish to communicate with the Board, the non-management directors as a group, the
independent directors as a group, the Lead Independent Director, or a particular director may do so by sending a letter to such individual or individuals, in
care of the Company's Secretary, to the Company's executive offices at 6301 Fitch Path, New Albany, Ohio 43054. The mailing envelope must contain a clear
notation indicating that the enclosed letter is a "Stockholder/Interested Party — Non-Management Director Communication," "Stockholder/Interested
Party — Board Communication", "Stockholder/Interested Party — Independent Director Communication", "Stockholder/Interested Party — Lead
Independent Director Communication" or "Stockholder/Interested Party — Director Communication," as appropriate. All such letters must identify the author
as a stockholder or other interested party and clearly state whether the intended recipients are all members of the Board, all non-management directors, all
independent directors or certain specified individual directors. Copies of all such letters will be circulated to the appropriate director or directors.
Correspondence marked "personal and confidential" will be delivered to the intended recipient without opening. There is no screening process in respect of
communications from stockholders or other interested parties.
Board Leadership Structure
The Company is led by Mr. Jeffries, who has served as Chief Executive Officer ("CEO") of the Company since February 1992 and as Chairman since
May 1998, when the Company was spun off from its former parent. The Company's Board is comprised of Mr. Jeffries and eight non-management directors,
seven of whom are
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