American Eagle Outfitters, Inc.
Nominating and Corporate Governance Committee Charter
The purpose of the
Nominating and Corporate Governance Committee is to aid the Board of Directors
in meeting its responsibilities with regard to the organization and
operation of the Board. Among other things, the Committee shall:
- Evaluate Board procedures
- Review and make
recommendations regarding Board and committee composition,
- Recommend all nominees for
director to the full Board for approval,
- Oversee the Company’s
policies and practices relating to social corporate responsibility
- Review current
developments in corporate governance.
II. Membership and
The Nominating and
Corporate Governance Committee shall be comprised of three or more
directors, each of whom shall meet the independence requirements as
defined in the applicable rules for NASDAQ-traded issuers. Appointment to
the Committee shall be made on an annual basis by the full Board upon
recommendation of the Committee. Members of the Committee shall designate
the Chair of the Committee. Meetings of the Committee shall be held at
such times and places as the Committee shall determine, with regular
meetings held quarterly. The Chair of the Committee shall report on
activities of the Committee to the full Board and is responsible for the
calendar, agenda and timely distribution of materials. In fulfilling its
responsibilities, as set forth below, the Committee shall have authority
to delegate its authority to subcommittees, including subcommittees
consisting solely of one or more persons, in each case to the extent
permitted by applicable law.
The Nominating and
Corporate Governance Committee shall:
1. Review the appropriate skills and
characteristics required of Board members in the context of the
background of existing members and in light of the perceived needs for
the future development of the Company’s business, including issues of
diversity and experience in different substantive areas such as retail
operations, marketing, technology, distribution, real estate and finance.
2. Make recommendations to the Board
regarding the size and composition of the Board.
3. Review and make recommendations to
the Board regarding committee assignments.
4. Review and assess director
independence, including a determination of any potential conflicts of
5. Establish procedures for the
nomination process, and screen and recommend to the full Board candidates
for election to the Board.
6. Review and make appropriate
recommendations to the Board concerning re-election of incumbent
directors, including a review of the continued appropriateness of Board
membership of directors who retire or change positions they hold when
they came on the Board.
7. Establish and monitor a policy that
limits the number of other boards that a director can serve on.
8. Plan for suitable replacements of
retiring directors in advance of their departure from the Board.
9. Nominate officers for election by
10. Ensure the Chief Executive Officer in conjunction with
management provide appropriate orientation to all new directors regarding
company activities and operations.
11. Facilitate the annual review of the Board as a whole
and its individual member performance (i.e. attendance, involvement,
· With the Chairman and CEO, evaluate
the effectiveness of communications between management and the Board
including meeting conduct and content, pre-meeting and between meeting
briefing materials, post meeting follow-up, written information, reports,
· Regularly report back to the Board
on findings and recommendations.
12. Review succession planning for the Chief Executive
13. Review and update the Board regarding Director’s
14. Establish Director stock ownership guidelines and
monitor ongoing compliance.
15. Review and report to the Board on a periodic basis
with regards to matters of corporate governance.
16. Review and assess annually the effectiveness of the
Board's Corporate Governance Guidelines and recommend to the Board any
proposed amendments or revisions thereto.
17. Review this charter annually and recommend any
proposed changes to the Board for approval.
18. Review the performance of this Committee annually.
19. Review the Company’s policies and practices relating
to social corporate responsibility.
In fulfilling its
responsibilities, the Nominating and Corporate Governance Committee shall
have the authority, and shall be afforded resources sufficient, to engage
independent consultants or legal advisers when determined by the
Committee to be necessary or appropriate. The Committee shall have sole
authority to retain and terminate any such consultant or legal adviser,
including sole authority to approve the fees and other retention terms.
Amended August 15, 2005, Amended November 15, 2005