Abercrombie & Fitch 2012 Annual Report Download - page 29

Download and view the complete annual report

Please find page 29 of the 2012 Abercrombie & Fitch annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 89

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89

Table of Contents
Compensation Committee on November 15, 2011. The Board has determined that each current member of the Compensation Committee qualifies, and during
their respective periods of service on the Compensation Committee during Fiscal 2011 each of Mr. Bachmann and Ms. Brisky qualified, as an independent
director under the applicable NYSE Rules.
The Compensation Committee is organized and conducts its business pursuant to a written charter which was most recently revised by the Board on
November 15, 2011, 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 Compensation Committee reviews and reassesses the adequacy of its charter, in consultation with the Nominating
and Board Governance Committee, and recommends any proposed changes to the full Board as necessary to reflect changes in regulatory requirements,
authoritative guidance and evolving practices.
The Compensation Committee's charter sets forth the duties and responsibilities of the Compensation Committee, which include:
• reviewing and approving the general compensation policies applicable to the CEO and other officers of the Company identified in Rule 16a-1(f)
under the Exchange Act (the "Section 16 Officers"). Each of the Company's current named executive officers is also a Section 16 Officer;
• determining the methods and criteria for the review and evaluation of the performance of the Company's Section 16 Officers, including the corporate
goals and objectives relevant to their respective compensation;
• evaluating the performance of the Company's Section 16 Officers in light of the approved corporate goals and objectives and reporting its
conclusions resulting from the evaluation of the CEO to the Board;
• determining and approving on behalf of the Company the compensation of the CEO, after consultation with the other non-management directors,
and determining and approving on behalf of the Company the compensation of the other Section 16 Officers;
• evaluating the need for, and provisions of, employment contracts, including severance arrangements, for any of the Section 16 Officers of the
Company;
• negotiating and approving any new employment contract or severance agreement, or negotiating the amendment of any existing employment
agreement, between the Company and the CEO and any other Section 16 Officer;
• administering, reviewing and making recommendations to the Board regarding the Company's incentive compensation plans, equity-based plans and
other plans in accordance with applicable laws, rules and regulations or the terms of the plans;
• reviewing and making recommendations to the Board regarding the compensation for the Company's non-associate directors;
• reviewing and discussing with management the annual compensation discussion and analysis and related disclosures that applicable SEC Rules
require be included in the Company's proxy statement and recommending to the Board based on the review and discussions whether the
compensation discussion and analysis should be included in the Company's proxy statement;
• overseeing the Company's overall compensation structure, policies and programs for the Company's Section 16 Officers and employees, including
assessing the incentives and risks arising from or related to the Company's compensation programs and plans, and assessing whether the incentives
and risks are appropriate;
• reviewing and making recommendations to the Board regarding the frequency of the Company's advisory vote on executive compensation; and
• preparing the compensation committee report required by SEC Rules for inclusion in the Company's proxy statement.
26