Abercrombie & Fitch 2012 Annual Report Download - page 31

Table of Contents
The Executive Committee is organized and conducts its business pursuant to a written charter that was adopted by the Board on November 12, 2009, 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 Executive 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 Executive Committee's charter sets forth the duties and responsibilities of the Executive Committee, which include:
• during the interval between scheduled meetings of the Board, having and exercising the powers of the Board to act upon any matters that, in the
opinion of the Chairman of the Board, should not be postponed until the next previously scheduled meeting of the Board, subject to such limitations
as the Board and/or applicable law may from time to time impose;
• consulting on a periodic basis with the CEO with respect to succession matters in connection with the positions of CEO and the other executive
officers; and consulting on a periodic basis with the other executive officers of the Company regarding succession matters in connection with each
such executive officer's position;
• developing, in consultation with the CEO, a long-term succession plan and the timing, nature and implementation of such plan;
• establishing and approving a development and/or recruitment plan, in consultation with the CEO, in connection with the implementation of a long-
range succession plan; and
• having available, on a continuing basis, a recommendation of a successor, interim or otherwise, in the event of an emergency or unanticipated
vacancy in the position of CEO.
Nominating and Board Governance Committee
Archie M. Griffin and Craig R. Stapleton served as members of the Nominating and Board Governance Committee throughout Fiscal 2011. Lauren J.
Brisky was appointed to the Nominating and Board Governance Committee on February 15, 2011. The Board has determined that each member of the
Nominating and Board Governance Committee qualifies as an independent director under the applicable NYSE Rules.
The Nominating and Board Governance Committee is organized and conducts its business pursuant to a written charter which was most recently
revised by the Board on August 21, 2007, 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 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 purpose of the Nominating and Board Governance Committee is to provide oversight on a broad range of issues surrounding the composition and
operation of the Board. The primary responsibilities of the Nominating and Board Governance Committee include:
• establishing and articulating the qualifications, desired background and selection criteria for members of the Board and evaluating the qualifications
of individuals being considered as director candidates;
• developing a policy with regard to the consideration of candidates for election or appointment to the Board recommended by stockholders of the
Company and procedures to be followed by stockholders in submitting such recommendations;
• making recommendations to the full Board concerning all nominees for Board membership, including the re-election of existing Board members and
the filling of any vacancies;
• evaluating and making recommendations to the full Board concerning the number and responsibilities of Board committees and committee
assignments;
28