Staples 2014 Annual Report Download - page 70

66 STAPLES Notice of Annual Meeting of Stockholders
i RATIFICATION OF SELECTION OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
(ITEM 4 ON THE PROXY CARD)
The Audit Committee is directly responsible for appointing,
compensating, overseeing, evaluating and, when necessary,
terminating our independent registered public accounting firm,
and our independent registered public accounting firm reports
directly to the Audit Committee. The Audit Committee of our
Board has appointed the firm of Ernst & Young LLP as our
independent registered public accounting firm for the current
fiscal year. Ernst & Young LLP has served as our independent
auditor since our inception. The Audit Committee evaluates the
performance of our independent auditors, including the senior
audit engagement team, each year and determines whether to
reengage the current independent auditors or consider other
audit firms. The members of the Audit Committee and the
Board believe that the continued retention of Ernst &Young
LLP to serve as our independent auditor is in the best interests
of our shareholders.
Although shareholder approval of the Audit Committee’s
selection of Ernst & Young LLP is not required by law, our
Board believes that it is advisable to give shareholders an
opportunity to ratify this selection. If this proposal is not
approved at the Annual Meeting, the Audit Committee may
reconsider its selection.
Representatives of Ernst & Young LLP are expected to
be present at the Annual Meeting. They will have the
opportunity to make a statement if they desire to do so and
will also be available to respond to appropriate questions from
shareholders.
OUR BOARD RECOMMENDS THAT YOU VOTE
FOR THE RATIFICATION OF ERNST & YOUNG LLP
AS THE COMPANY’S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE CURRENT
FISCAL YEAR.
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF
DIRECTORS
The Audit Committee of the Board of Directors is composed of
three members and acts under a written charter, as amended
and restated on December 3, 2013, a copy of which is
available in the Corporate Governance section of our Investor
Information webpage at www.staples.com. The members of
the Audit Committee are independent Directors, as defined by
its charter and the rules of the Rule 10A-3 of the Securities
Exchange Act of 1934 and the applicable rules of the NASDAQ
Global Select Market.
The Audit Committee provides independent, objective
oversight of Staples’ financial reporting process on behalf
of the Board of Directors. Management has the primary
responsibility for the preparation, presentation and integrity of
Staples’ consolidated financial statements and for maintaining
an adequate system of disclosure controls and procedures and
maintaining effective internal control over financial reporting
for that purpose. In fulfilling its oversight responsibilities, the
Audit Committee reviewed and discussed with management
the audited consolidated financial statements, and related
schedules, for the 2014 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 consolidated
financial statements.
The Audit Committee discussed with Staples’ internal
auditors and independent registered public accounting
firm the overall scope and plans for their respective audits.
The Audit Committee met 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 Staples’ internal controls,
and the overall quality of Staples’ financial reporting.
The Audit Committee reviewed and discussed with Ernst &
Young LLP, Staples’ independent registered public accounting
firm, which is responsible for expressing an opinion on
the conformity of those audited consolidated financial
statements and related schedules with US generally accepted
accounting principles, its judgments as to the quality, not
just the acceptability, of Staples’ accounting principles and
such other matters as are required to be discussed with the
Audit Committee by the standards of the Public Company
Accounting Oversight Board (United States) (PCAOB),
including PCAOB Auditing Standard No. 16 (Communications
with Audit Committees), the rules of the Securities and
Exchange Commission, and other applicable regulations. The
Audit Committee also received the written disclosures and the
letter from the independent registered public accounting firm
required by PCAOB Rule 3526, Communication with Audit
Committees Concerning Independence. The Audit Committee