Staples 2006 Annual Report Download - page 29

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CORPORATE GOVERNANCE
We have, since our founding, sought to follow best practices in corporate governance in a manner that is in the
best interest of our business and stockholders. You can learn more about our current corporate governance principles
and review our Corporate Governance Guidelines, committee charters, Corporate Political Contributions Policy
Statement and Code of Ethics at www.staples.com in the Corporate Governance section of the About Staples
webpage. We are in compliance with the corporate governance requirements imposed by the Sarbanes-Oxley Act,
Securities and Exchange Commission and NASDAQ Stock Market. We will continue to modify our policies and
practices to meet ongoing developments in this area. We have discussed many features of our corporate governance
principles in other sections of this proxy statement. Some of the highlights are:
•Committee Independence.

All members of our Audit Committee, Compensation Committee and Nominating
and Corporate Governance Committee are independent directors, and none of such members receives
compensation from us other than for service on our Board of Directors or its committees.
•Annual Election of Directors.

Our directors are elected annually for a term of office to expire at the next
annual meeting of stockholders (subject to the election and qualification of their successors).
•Majority Voting.

At this year’s Annual Meeting, our Board of Directors is proposing, and recommending that
our stockholders approve, an amendment to our by-laws providing for a majority voting standard in
uncontested director elections. If the by-law amendment is approved by our stockholders, certain conforming
amendments to the director resignation policy set forth in our Corporate Governance Guidelines would
become effective. Our Corporate Governance Guidelines currently provide that any uncontested director
nominee receiving a majority of votes “withheld” from his or her election must tender his or her resignation
from our Board. This resignation policy would be amended to apply to uncontested incumbent director
nominees receiving a majority of votes “against” his or her election. The policy would continue to provide that
our Board will respond to the resignation offer within 90 days following the applicable stockholder vote. Such
response may range from accepting the resignation offer, to maintaining such director but addressing what our
Board believes to be the underlying cause of the votes against such director, to resolving that such director will
not be re-nominated for election in the future, to rejecting the resignation, to such other action that our Board
determines to be in the best interest of Staples and our stockholders. Our Board will consider all factors it
deems relevant, such as any stated reasons why stockholders voted against such director, any alternatives for
curing the underlying cause of the votes against such director, the length of service and qualifications of such
director, such director’s past and expected future contributions to Staples, our Corporate Governance
Guidelines and the overall composition of our Board (including whether accepting the resignation would cause
Staples to not satisfy any applicable Securities and Exchange Commission, NASDAQ Stock Market or other
legal requirements). We will promptly publicly disclose our Board’s decision regarding such director’s
resignation offer.
•No Shareholder Rights Plan.
 We do not currently have a shareholder rights plan in effect and are not
considering adopting one. In response to our stockholders’ request, our Board adopted a shareholder rights
plan policy under which we will only adopt a shareholder rights plan if the plan has been approved by
stockholders either in advance or within 12 months of its adoption by our Board.
•Political Contributions.

Our Corporate Political Contributions Policy Statement sets forth basic principles
that, together with our Code of Ethics and other policies and procedures, guide our approach to corporate
political contributions. As indicated in the policy statement, we will make available on our website an annual
report of monetary political contributions using corporate funds.
•Lead Director and Required Meetings of Independent Directors.
 We have a Lead Director, currently Martin
Trust and following our Board’s next regularly scheduled meeting, Arthur M. Blank, who is independent and is
responsible for (1) assuring that at least two meetings of independent directors are held each year,
(2) facilitating communications between other independent directors and the Chairman of the Board and Chief
Executive Officer, (3) chairing the annual performance review of our Chief Executive Officer and
(4) consulting with the Chairman of the Board and Chief Executive Officer on matters relating to corporate