Staples 2006 Annual Report Download - page 39

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23
Report of the Audit Committee of the Board of Directors
The Audit Committee of the Company’s Board of Directors is composed of three members and acts under a
written charter as amended and restated on December 12, 2006, a copy of which is available at the Company’s public
web site at www.staples.com in the Corporate Governance section of the About Staples webpage. The members of the
Audit Committee are independent Directors, as defined by its charter and the rules of the Securities and Exchange
Commission and NASDAQ Stock Market.
The Audit Committee provides independent, objective oversight of the Company’s financial reporting process on
behalf of the Board of Directors. Management has the primary responsibility for the preparation of the Company’s
financial statements and for maintaining an adequate system of disclosure controls and procedures and internal
control over financial reporting for that purpose. In fulfilling its oversight responsibilities, the Audit Committee
reviewed and discussed with management the audited financial statements for the 2006 fiscal year, which review
included a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of
significant judgments, and the clarity of disclosures in the financial statements.
The Audit Committee reviewed and discussed with Ernst & Young LLP, the Company’s independent registered
public accounting firm, which is responsible for expressing an opinion on the conformity of those audited financial
statements with generally accepted accounting principles, its judgments as to the quality, not just the acceptability, of
the Company’s accounting principles and such other matters as are required to be discussed with the Audit
Committee under generally accepted auditing standards, including Statement on Auditing Standards 61
(Communication with Audit Committees), as amended. The independent registered public accounting firm also
provided the Audit Committee with the written disclosures and the letter required by Independence Standards Board
Standard No. 1 (Independence Discussions with Audit Committees). The Audit Committee discussed with the
independent registered public accounting firm the independent registered public accounting firm’s independence
from management and the Company, including the matters in the written disclosures required by the Independence
Standards Board, and considered the compatibility of non-audit related services provided to the Company by the
independent registered public accounting firm with the independent registered public accounting firm’s
independence.
The Audit Committee discussed with the Company’s internal auditors and independent registered public
accounting firm the overall scope and plans for their respective audits. The Audit Committee meets with the internal
auditors and independent registered public accounting firm, with and without management present, to discuss the
results of their examinations, their evaluations of the Company’s internal controls, and the overall quality of the
Company’s financial reporting.
In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the
Company’s Board of Directors, and the Board approved, that the Company’s audited financial statements be included
in the Company’s Annual Report on Form 10-K for the year ended February 3, 2007 for filing with the Securities and
Exchange Commission.
Audit Committee:
Gary L. Crittenden, Chairman
Mary Elizabeth Burton
Paul F. Walsh
Independent Registered Public Accounting Firm’s Fees
In the interest of ensuring our independent registered public accounting firm’s independence, we consider it
important to maintain a low ratio of their non-audit fees to their audit fees. In our 2006 fiscal year, this ratio was
approximately 0.25:1.