Abercrombie & Fitch 2012 Annual Report Download - page 32

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Table of Contents
• evaluating, reviewing with management and making recommendations to the full Board regarding the overall effectiveness of the organization of the
Board, the conduct of its business and the relationship between the Board and management;
• maintaining policies regarding the review and approval or ratification of related person transactions and reviewing and, if the Nominating and Board
Governance Committee deems appropriate, approving or ratifying related person transactions in accordance with such policies as well as applicable
law, NYSE Rules or SEC Rules;
• identifying and bringing to the attention of the full Board and management current and emerging corporate governance trends, issues and best
practices that may affect the operations, performance or public image of the Company;
• reviewing and making recommendations to the full Board regarding orientation of new directors and continuing education for all directors;
• developing, recommending and periodically reviewing a set of written corporate governance principles (including, if considered appropriate by the
Nominating and Board Governance Committee, policies on director retirement) applicable to the Company in accordance with the applicable NYSE
Rules;
• periodically reviewing and making recommendations to the Compensation Committee regarding director compensation and stock ownership;
• consulting with the members of the other committees of the Board in connection with the review and reassessment of their respective charters; and
• overseeing the evaluation of the Board and management.
Director Qualifications and Consideration of Director Candidates
On November 15, 2011, the Board adopted age guidelines applicable to directors joining the Board after that date. Under these guidelines, no director
will be nominated by the Board to stand for election or re-election after reaching age 75. However, the Board may nominate such a director for election or re-
election if the Board believes that such director's service on the Board is in the best interests of the Company and its stockholders.
As described above, the Company has a standing Nominating and Board Governance Committee that has responsibility for providing oversight on a
broad range of issues surrounding the composition and operation of the Board, including identifying candidates qualified to become directors and
recommending director nominees to the Board.
When considering candidates for the Board, the Nominating and Board Governance Committee evaluates the entirety of each candidate's credentials
and, other than the age guidelines mentioned above, does not have specific eligibility requirements or minimum qualifications that must be met by a
candidate. However, the Company's Corporate Governance Guidelines provide that no member of the Board shall simultaneously serve on the boards of
directors of more than three public companies other than Company. The Nominating and Board Governance Committee considers those factors it deems
appropriate, including (i) the nominee's independence, judgment, strength of character, ethics and integrity; (ii) the nominee's business or other relevant
experience and skills and knowledge useful to the oversight of the Company's business; (iii) the Company's strong commitment to diversity and inclusion at
all levels of the Company; and (iv) such other factors as they conclude are appropriate in light of the needs of the Board. The Company believes that the
Board as a whole should have competency in the following areas: (a) accounting and finance; (b) business judgment; (c) management; (d) industry
knowledge; (e) leadership; and (f) strategy/vision. Depending on the current needs of the Board, the Nominating and Board Governance Committee may
weigh certain factors more or less heavily. The Nominating and Board Governance Committee does, however, believe that all members of the Board should
have the highest character and integrity, a reputation for working constructively with others, sufficient time to devote to Board matters and no conflict of
interest that would interfere with performance as a director.
While the Board and the Nominating and Board Governance Committee do not have specific eligibility requirements, other than the age guidelines
mentioned above, and do not, as a matter of course, weigh any of the
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