Staples 2006 Annual Report Download - page 41

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25
agrees not to participate in or influence any matter affecting the business relationship or transactions between
us and such company.
•Executive officers and directors must not purchase or maintain a financial interest in a company that is one of
our vendors or customers unless (1) the annual sales to or purchases from us are less than 5% of such
company’s annual revenues or (2) for a public company, the executive officer’s or director’s ownership interest
is both passive and less than 1%, or (3) for a private company, the executive officer’s or director’s ownership
interest is both passive and less than 5% and the interest is approved by our Chief Executive Officer, or if the
interest is held by our Chief Executive Officer, Chairperson or directors, by the Nominating and Corporate
Governance Committee of our Board of Directors.
•Directors may work or consult for or serve on the board of a company that is one of our vendors or customers
if (1) such company’s annual sales to or purchases from us are less than 5% of such company’s annual
revenues, (2) the director discloses the position to our General Counsel and the Nominating and Corporate
Governance Committee of our Board of Directors and (3) the director agrees not to participate in or influence
any matter affecting the business relationship or transactions between us and such company.
In accordance with our Code of Ethics and Corporate Governance Guidelines, the Nominating and Corporate
Governance Committee of our Board of Directors reviewed and approved each of the following relationships. Senator
George J. Mitchell served on our Board of Directors from 1998 until his retirement at our 2006 Annual Meeting of
Stockholders. From time to time during Senator Mitchell’s tenure on our Board of Directors, we retained the services
of the law firm DLA Piper Rudnick Gray Cary US LLP where Senator Mitchell has served as a partner. During his
tenure on our Board, Senator Mitchell provided consulting services to us in return for an annual fee of $75,000 (in
addition to his compensation for service on our Board). Following Senator Mitchell’s retirement from our Board, we
engaged Senator Mitchell to provide additional consulting services for a period of 6 ½ years for an annual fee of
approximately $75,000 that would result in aggregate payments during the service term of approximately $495,000.