Staples 2006 Annual Report Download - page 30

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governance and board performance. The Lead Director is elected by our independent directors, upon the
recommendation of the Nominating and Corporate Governance Committee. Our independent directors held
separate meetings following each regularly scheduled meeting of our Board during 2006 and we expect they
will continue to do so in subsequent years.
•Audit Committee Policies and Procedures.
 Under its charter, the Audit Committee’s prior approval is
required for all audit services and non-audit services (other than de minimis non-audit services as defined by
the Sarbanes-Oxley Act) to be provided by our independent registered public accounting firm. In addition, the
Audit Committee has caused us to adopt policies prohibiting (1) executive officers from retaining our
independent registered public accounting firm to provide personal accounting or tax services and (2) Staples,
without first obtaining the Audit Committee’s approval, from filling an officer level position in the finance
department with a person who was previously employed by our independent registered public accounting firm.
•Audit Committee Financial Expert.
 Our Board has determined that Mr. Crittenden, an independent director,
is an audit committee financial expert under the rules of the Securities and Exchange Commission.
•Committee Authority.
 Each of the Audit, Compensation, Nominating and Corporate Governance, and
Finance Committees has the authority to retain independent advisors, with all fees and expenses to be paid
by us.
•Stock Ownership Guidelines.
 Our stock ownership guidelines require non-management members of our
Board to own a minimum level of equity in Staples worth at least four times the annual Board cash retainer
(currently $50,000), or $200,000. These guidelines also require minimum equity ownership levels for the named
executive officers listed in this proxy statement, including our Chief Executive Officer, who must own equity in
Staples worth at least five times his annual salary.
Our Chairman of the Board of Directors and executive officers are elected annually by our Board of Directors
and serve in such capacities at the discretion of our Board.
Paul F. Walsh was the Chief Executive Officer of Clareon Corporation, a privately held electronic payments
provider, from March 2000 to September 2002. In October 2002, to facilitate its acquisition by Fleet Boston Corp.,
Clareon Corporation filed for Chapter 11 bankruptcy protection.
On March 6, 2007, Brenda C. Barnes advised our Board of Directors that, due to other commitments, she will not
be standing for re-election to our Board at our 2007 Annual Meeting of Stockholders. As a result, our Board waived
the retirement age guideline set forth in our Corporate Governance Guidelines for Martin Trust and requested that
Mr. Trust continue to serve as a director for an additional one-year term.
Director Independence
Our Board of Directors, in consultation with our Nominating and Corporate Governance Committee, determines
which of our directors are independent. Our Corporate Governance Guidelines provide that directors are
“independent” if they (1) meet the definition of “independent director” under the NASDAQ listing standards (subject
to any further qualifications required of specific committee members under the NASDAQ listing standards) and (2) in
our Board’s judgment, do not have a relationship with Staples that would interfere with the exercise of independent
judgment in carrying out the responsibilities of a director. Our Nominating and Corporate Governance Committee
reviews the standards for independence set forth in our Corporate Governance Guidelines periodically and
recommends changes as appropriate for consideration and approval by our Board of Directors.