POWER OF ATTORNEY
Published on October 10, 2012
Exhibit 24
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints each of Peter L. Dunn and Jonathan Kuai, with full power of substitution, the
undersigneds true and lawful attorney-in-fact to:
(1) | prepare, execute in the undersigneds name and on the undersigneds behalf,
and submit to the U.S. Securities and Exchange Commission (the SEC) a Form ID,
including amendments thereto, and any other documents necessary or appropriate to
obtain codes and passwords enabling the undersigned to make electronic filings with
the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or
any rule or regulation of the SEC; |
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(2) | execute for and on behalf of the undersigned, in the undersigneds capacity
as an officer and/or director of Korn/Ferry International (the Company), Forms 3, 4,
and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the
rules thereunder; |
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(3) | do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Form 3, 4, or 5,
complete and execute any amendment or amendments thereto, and timely file such form
with the SEC and any stock exchange or similar authority; and |
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(4) | take any other action of any type whatsoever in connection with the foregoing
which, in the opinion of such attorney-in-fact, may be of benefit to, in the best
interest of, or legally required by, the undersigned, it being understood that the
documents executed by such attorney-in-fact on behalf of the undersigned pursuant to
this Power of Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such attorney-in-facts discretion. |
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and
perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the
exercise of any of the rights and powers herein granted, as fully to all intents and purposes as
the undersigned might or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-facts substitute or substitutes, shall lawfully do or cause to be done by virtue of
this power of attorney and the rights and powers herein granted. The undersigned acknowledges that
the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are
not assuming, nor is the Company assuming, any of the undersigneds responsibilities to comply with
Section 16 of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until the undersigned is no
longer required to file Forms 3, 4, and 5 with respect to the undersigneds holdings of and
transactions in securities issued by the Company, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 3rd day of October 2012.
/s/ William R. Floyd | ||||
Signature | ||||
William R. Floyd | ||||
Print Name | ||||