Abercrombie & Fitch 2012 Annual Report Download - page 27

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Table of Contents
Committees of the Board
The Board has five standing committees – the Audit Committee, the Compensation Committee, the Corporate Social Responsibility Committee, the
Executive Committee and the Nominating and Board Governance Committee. The current members of these committees are identified in the following table.
Committees of the Board
Director Audit Compensation
Corporate Social
Responsibility Executive
Nominating and
Board Governance
James B. Bachmann Chairman
Lauren J. Brisky X X
Michael E. Greenlees X Chairman
Archie M. Griffin Chairman X
Kevin S. Huvane X X
Michael S. Jeffries X
John W. Kessler X Chairman
Elizabeth M. Lee X
Craig R. Stapleton X X Chairman
Fiscal 2011 Meetings 7 10 4 4 6
Audit Committee
The Audit Committee was established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). James B. Bachmann, Lauren J. Brisky and Craig R. Stapleton served as members of the Audit Committee throughout Fiscal 2011. Michael E.
Greenlees was appointed to the Audit Committee on February 15, 2011 in conjunction with his election to the Board. The Board has determined that each
member of the Audit Committee qualifies as an independent director under the applicable NYSE Rules and under SEC Rule 10A-3. The Board has also
determined that each member of the Audit Committee is "financially literate" under the applicable NYSE Rules and qualifies as an "audit committee financial
expert" under applicable SEC rules and regulations ("SEC Rules") by virtue of his or her experience described in the section captioned "PROPOSAL 1 —
ELECTION OF DIRECTORS" beginning on page 13. The Board believes that each member of its Audit Committee is highly qualified to discharge his or
her duties on behalf of the Company and its subsidiaries.
The Audit Committee is organized and conducts its business pursuant to a written charter that was most recently revised by the Board on February 13,
2012, a copy of which is posted on the "Corporate Governance" page of the Company's website at www.abercrombie.com, accessible through the "Investors"
page. At least annually, the Audit Committee, in consultation with the Nominating and Board Governance Committee, reviews and reassesses the adequacy of
its charter and recommends any proposed changes to the full Board as necessary to reflect changes in regulatory requirements, authoritative guidance and
evolving practices.
The Audit Committee's duties and responsibilities are set forth in its charter. The primary functions of the Audit Committee are to assist the Board in its
oversight of:
• the integrity of the Company's financial statements and the effectiveness of the Company's systems of internal accounting and financial controls;
• the Company's compliance with legal and regulatory requirements, including the operation and effectiveness of the Company's disclosure controls
and procedures;
• the qualifications and independence of the Company's independent registered public accounting firm;
• the performance of the Company's internal auditors and the Company's independent registered public accounting firm;
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