Abercrombie & Fitch 2012 Annual Report Download - page 30

Table of Contents
The Compensation Committee's processes and procedures to determine executive compensation, including the use of compensation consultants and the
role of executive officers in making recommendations relating to executive compensation, are described in the section captioned "COMPENSATION
DISCUSSION AND ANALYSIS" beginning on page 41.
Corporate Social Responsibility Committee
The Corporate Social Responsibility Committee provides oversight of the Company's attention to issues of social responsibility, including diversity,
human rights, philanthropy and sustainability and the Company's policies, practices and progress with respect to such issues. Archie M. Griffin, John W.
Kessler and Elizabeth M. Lee served as members of the Corporate Social Responsibility Committee throughout Fiscal 2011. Kevin S. Huvane was appointed
to the Corporate Social Responsibility Committee on February 15, 2011 in conjunction with his election to the Board.
The Corporate Social Responsibility Committee is organized and conducts its business pursuant to a written charter that was most recently revised by
the Board on December 13, 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 Corporate Social Responsibility 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 Corporate Social Responsibility Committee's charter sets forth the duties and responsibilities of the Corporate Social Responsibility Committee,
which include:
• monitoring issues and practices relating to the Company's corporate social responsibility on a global basis, including diversity initiatives and
programs, health and safety matters, environmental and sustainability matters, human rights matters, significant philanthropic matters and significant
community relations;
• reviewing the prudence of having the Company prepare and publish a Corporate Social Responsibility Report and, in the event the Committee
determines such a report is prudent, overseeing the preparation of such report. A copy of the Company's 2010/2011 Corporate Responsibility Report
is posted on the "Corporate Responsibility Report" page of the Company's website at www.abercrombie.com, accessible through the "A&F Cares"
page;
• reviewing significant lawsuits, investigations by governmental entities and other significant legal matters involving the Company or any of its
affiliates that significantly affect or could significantly affect the Company's performance, business activities or reputation as a global corporate
citizen. At its regularly scheduled meetings, the Corporate Social Responsibility Committee is provided with pertinent information with respect to
any lawsuits brought against the Company by the U. S. Equal Employment Opportunity Commission or an equivalent state equal employment
opportunity commission or division;
• monitoring significant programs and activities aimed at enhancing the Company's global communications, crisis management, media relations and
community relations;
• when appropriate, making recommendations to the Board with respect to any of the areas that the Committee oversees, reviews or monitors, and any
other major social responsibility policies and practices of the Company; and
• reviewing and making recommendations to the Board regarding stockholder proposals submitted for inclusion in the Company's annual proxy
materials that relate to social responsibility issues.
Executive Committee
John W. Kessler and Michael S. Jeffries served as members of the Executive Committee throughout Fiscal 2011.
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