background image
Copies of the Compensation Committee Charter can be obtained free of charge from the Company's web site,
www.fossil.com, by contacting the Company at the address appearing on the first page of this proxy statement to
the attention of Investor Relations, or by telephone at (972) 234-2525.
Finance Committee. The functions of the Finance Committee are to oversee all areas of corporate finance
for the Company, including capital structure, equity and debt financings, capital expenditures, cash management,
banking activities and relationships, investments, foreign exchange activities, and share repurchase activities.
The specific responsibilities and functions of the Finance Committee are set forth in the Finance Committee
Charter. Copies of the charter can be obtained free of charge from the Company's web site, www.fossil.com, by
contacting the Company at the address appearing on the first page of this proxy statement to the attention of
Investor Relations, or by telephone at (972) 234-2525.
The Finance Committee held seven meetings during the fiscal year ended December 31, 2011. All members
of the Finance Committee have been determined to meet the Nasdaq standards for independence. See "Director
Independence."
Nominating and Corporate Governance Committee. The functions of the Nominating and Corporate
Governance Committee are to:
identify qualified individuals for membership on the Board of Directors;
recommend to the Board of Directors the director nominees for the next annual meeting of
stockholders;
review the Company's corporate governance guidelines on an annual basis and recommend to the
Board any changes deemed necessary or desirable; and
oversee the corporate governance affairs of the Board of Directors and the Company.
The Nominating and Corporate Governance Committee's role includes periodically reviewing the
compensation paid to non-employee directors, and making recommendations to the Board for any adjustments. In
addition, the Nominating and Corporate Governance Committee conducts an annual review of the Company's
succession plans relating to the chairman and chief executive officer positions. The Nominating and Corporate
Governance Committee regularly reviews the purposes of the Board committees, recommends to the Board of
Directors any necessary or desired changes to the purposes of such committees and whether any committees
should be created or discontinued.
The specific responsibilities and functions of the Nominating and Corporate Governance Committee are set
forth in the Nominating and Corporate Governance Committee Charter. Copies of the charter can be obtained
free of charge from the Company's web site, www.fossil.com, by contacting the Company at the address
appearing on the first page of this proxy statement to the attention of Investor Relations, or by telephone at
(972) 234-2525.
The Nominating and Corporate Governance Committee held four meetings during the fiscal year ended
December 31, 2011. All members of the Nominating and Corporate Governance Committee have been
determined to meet the Nasdaq standards for independence. See "Director Independence."
Risk Oversight
The Board of Directors takes an active role in overseeing management of the Company's risks through its
review of risks associated with our operations and strategic initiatives and through each of the Board committees.
Our Audit, Compensation, Finance and Nominating and Corporate Governance Committees are comprised solely
of independent directors and have responsibility for the review of certain risks as defined in their governing
10