Abercrombie & Fitch 2012 Annual Report Download - page 39

Table of Contents
Code of Business Conduct and Ethics
In accordance with applicable NYSE Rules, the Board has adopted the Abercrombie & Fitch Co. Code of Business Conduct and Ethics, which is
available on the "Corporate Governance" page of the Company's website at www.abercrombie.com, accessible through the "Investors" page. The Code of
Business Conduct and Ethics, which is applicable to all associates (including members of the Board), incorporates an additional Code of Ethics applicable to
the CEO, the Chief Financial Officer, the Controller, the Treasurer, all Vice Presidents in the Finance Department and other designated financial associates.
The Company intends to satisfy any disclosure requirements regarding any amendment of, or waiver from, a provision of the Code of Business Conduct and
Ethics by posting such information on the "Corporate Governance" page of the Company's website at www.abercrombie.com, accessible through the
"Investors" page.
Compensation Committee Interlocks and Insider Participation
With respect to Fiscal 2011 and from January 29, 2012 through the date of this Proxy Statement, there were no interlocking relationships between any
executive officer of the Company and any entity, one of whose executive officers serves or served on the Company's Compensation Committee or the Board,
or any other relationship required to be disclosed in this section under the applicable SEC Rules.
The Compensation Committee is currently comprised of Michael E. Greenlees (Chair), Kevin S. Huvane and Craig R. Stapleton. Mr. Stapleton served
as a member of the Compensation Committee throughout Fiscal 2011. Messrs. Greenlees and Huvane were appointed to the Compensation Committee on
February 15, 2011, in conjunction with their election to the Board. Lauren J. Brisky rotated off the Compensation Committee on April 11, 2011 and
Mr. Greenlees became Chair of the Compensation Committee on such date. James B. Bachmann rotated off the Compensation Committee on November 15,
2011.
Certain Legal Proceedings
On September 16, 2005, a derivative action, styled The Booth Family Trust v. Michael S. Jeffries, et al., was filed in the United States District Court for
the Southern District of Ohio, naming the Company as a nominal defendant and seeking to assert claims for unspecified damages against nine of the
Company's present and former directors, alleging various breaches of the directors' fiduciary duty and seeking equitable and monetary relief. In the following
three months, four similar derivative actions were filed (three in the United States District Court for the Southern District of Ohio and one in the Court of
Common Pleas for Franklin County, Ohio) against present and former directors of the Company alleging various breaches of the directors' fiduciary duty
allegedly arising out of antecedent employment law and securities class actions brought against the Company. A consolidated amended derivative complaint
was filed in the federal proceeding on July 10, 2006. On February 16, 2007, the Company announced that its Board had received a report of the Special
Litigation Committee established by the Board to investigate and act with respect to claims asserted in the derivative cases, which concluded that there was no
evidence to support the asserted claims and directed the Company to seek dismissal of the derivative cases. On September 10, 2007, the Company moved to
dismiss the federal derivative cases on the authority of the Special Litigation Committee Report. On March 12, 2009, the Company's motion was granted and,
on April 10, 2009, plaintiffs filed an appeal from the order of dismissal in the United States Court of Appeals for the Sixth Circuit. On April 5, 2011, a panel
of the United States Court of Appeals for the Sixth Circuit reversed the decision of the District Court and remanded the action for further proceedings. On
November 1, 2011, the District Court entered an order which gave preliminary approval to a proposed settlement of the consolidated derivative litigation. The
District Court also set a hearing (the "Fairness Hearing") for December 13, 2011 to determine whether the proposed settlement should be finally approved and
to consider an award of fees and expenses to plaintiffs' counsel. The District Court also directed that notice be given to the Company's stockholders
concerning the proposed settlement and their right to be heard in connection with the Fairness Hearing. On December 19, 2011, the District Court, after the
Fairness Hearing, entered a final order (1) approving the proposed settlement submitted to the District Court by the parties to the derivative litigation and
(2) dismissing with prejudice all claims contained in the 2005 derivative cases. The District Court's order also resulted in the dismissal of the state-court
derivative action, which had been stayed pending resolution of the federal derivative cases.
36