Abercrombie & Fitch 2012 Annual Report Download - page 26

Table of Contents
independent. The Company established a Lead Independent Director position in February 2010 and appointed Mr. Stapleton as the Lead Independent
Director.
The Lead Independent Director is responsible for:
• consulting with the Chairman with respect to appropriate agenda items for meetings of the Board and the standing committees of the Board, and
approving such agendas;
• discussing with the chairs of the standing committees of the Board their activities and endeavoring, consistent with the charters of the various
standing committees, to coordinate activities among the standing committees;
• in consultation with the non-management directors, advising the Chairman as to an appropriate schedule of Board meetings and approving such
schedule;
• calling executive sessions or meetings of the independent or non-management directors when necessary and appropriate;
• presiding at all meetings at which the Chairman is not present including executive sessions of the independent or non-management directors and, if
appropriate, apprising the Chairman of the issues considered;
• serving as a liaison between the Chairman and the independent directors;
• approving the retention of outside advisors and consultants who report directly to the Board on critical issues;
• being available for consultation and direct communication with the Company's stockholders; and
• performing such other duties as the Board may from time to time delegate.
The Board has five standing committees: Audit, Compensation, Corporate Social Responsibility, Executive and Nominating and Board Governance.
Each of these committees, other than the Executive Committee, has a separate independent chair. Detailed information on each Board committee is contained
in the section captioned "Committees of the Board" beginning on page 24.
The Company believes that a combined Chairman and CEO position, together with independent or non-management chairs for each of our Board
committees, a Lead Independent Director, regularly scheduled executive sessions of the Board and regularly scheduled meetings of the non-management
directors is the most appropriate Board leadership structure for the Company at this time. This structure demonstrates to all of our stakeholders, including our
associates, customers and stockholders, that our Board is committed to engaged, independent leadership and the performance of its responsibilities.
Experienced and independent directors, sitting on various committees with independent chairs, oversee the Company's operations, risks, performance and
business strategy. The Board believes that combining the Chairman and CEO positions takes advantage of the talent and knowledge of Mr. Jeffries, the person
whom the Board recognizes as the "founder" of the modern day Abercrombie & Fitch, and effectively combines the responsibilities for strategy development
and execution with management of day-to-day operations. It also reduces the potential for confusion or duplication of efforts and provides clear leadership for
the Company. The Board believes that its strong governance practices, including its supermajority of independent members, the combination of the Chairman
and CEO roles, and its clearly defined Lead Independent Director responsibilities, provide an appropriate balance among strategy development, operational
execution and independent oversight of the Company.
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