Abercrombie & Fitch 2012 Annual Report Download - page 28

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Table of Contents
• the evaluation of enterprise risk issues; and
• the annual independent audit of the Company's financial statements.
The Audit Committee's specific responsibilities include:
• reviewing the Company's financial statements and the related disclosures;
• reviewing the Company's accounting procedures and policies;
• discussing with management the Company's disclosure controls and procedures and at least quarterly reviewing management's conclusions about the
efficacy of such disclosure controls and procedures;
• discussing with management and the Company's independent registered public accounting firm management's annual report on internal control over
financial reporting;
• reviewing the activities and the results of audits conducted by the Company's internal auditors and the Company's independent registered public
accounting firm;
• reviewing the independence, qualifications and performance of the Company's independent registered public accounting firm;
• selecting, appointing and retaining the Company's independent registered public accounting firm for each fiscal year and determining the terms of
engagement;
• reviewing and approving in advance all audit services and all permitted non-audit services;
• establishing procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting
control or auditing matters, which procedures are outlined in the Company's Whistleblower Policy, 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;
• setting hiring policies for associates or former associates of the Company's independent registered public accounting firm;
• reviewing the Company's risk assessment and risk management policies as well as the Company's major financial risk exposures and the steps
management has taken to monitor and control such exposures;
• reviewing the Company's program to monitor compliance with the Company's Corporate Governance Guidelines and Code of Business Conduct and
Ethics and meeting periodically with the head of the Company's Internal Audit department to discuss compliance with the Code of Business Conduct
and Ethics;
• meeting periodically with the Company's General Counsel, and the Company's outside counsel when appropriate, to review legal and regulatory
matters;
• preparing an annual report for inclusion in the Company's proxy statement;
• reviewing and recommending appropriate insurance coverage for directors and officers of the Company; and
• other matters required by applicable SEC Rules and NYSE Rules.
The Audit Committee's annual report relating to Fiscal 2011 is on page 72.
Compensation Committee
The Compensation Committee provides overall guidance for the Company's executive compensation policies and approves the amounts and elements of
compensation for the Company's executive officers. Craig R. Stapleton served as a member of the Compensation Committee throughout Fiscal 2011.
Michael E. Greenlees and Kevin S. Huvane were appointed to the Compensation Committee on February 15, 2011 in conjunction with their election to the
Board. Ms. Brisky rotated off the Compensation Committee on April 11, 2011 and Mr. Greenlees became chairman of the Compensation Committee on such
date. Mr. Bachmann rotated off the
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