American Eagle Outfitters, Inc. is built on integrity, honesty, and trust. These virtues are our most important assets. Living them is the responsibility of everyone at our company.
Good governance begins with our Board of Directors, which provides the independence and diversity of perspective necessary to ensure strong leadership and effective oversight of the company. Effective June 2011, the Board of Directors of American Eagle Outfitters, Inc. had nine members, seven of whom were independent, including one lead independent director. The Board's general policy is that the positions of Chairperson of the Board and Chief Executive Officer should be held by separate persons. Our Corporate Governance Guidelines provide a framework for our governing principles.
The Board maintains three operating committees: the Audit Committee, Compensation Committee> and Nominating and Corporate Governance Committee. Each Committee is composed entirely of independent directors. The Nominating and Corporate Governance Committee is responsible for the oversight of policies and practices related to Corporate Responsibility.
Maintaining high ethical standards and sound corporate governance is a primary focus of everyone at American Eagle Outfitters, Inc. It's good for our business, the marketplace in which we compete, and for those who place their trust in us.