Staples 2015 Annual Report Download - page 14

CORPORATE GOVERNANCE
10 STAPLES Notice of Annual Meeting of Stockholders
CERTAIN RELATIONSHIPS AND RELATED PARTY
TRANSACTIONS
Our written Code of Ethics sets forth the general principle that
our directors, executive officers and other associates should
avoid any situation that could be perceived as a conflict of
interest, regardless of the dollar amount involved. This principle
is also reflected in our written Guidelines and the written
materials that we use to educate associates about conflicts
of interest. For example, under the Guidelines, if an actual or
potential conflict of interest develops for any reason, including,
without limitation, because of a change in business operations
of the Company or because of a director’s circumstances,
the director should immediately report the matter to our
General Counsel, who should then report the matter to the
Nominating and Corporate Governance Committee for review
and determination. In the event there is a significant conflict,
the director should resign or the conflict must be resolved.
Additionally, under the Guidelines, any director who wishes to
join the board of directors of another company must provide
written notice to the chairperson of the Nominating and
Corporate Governance Committee. The chair of the Nominating
and Corporate Governance Committee, after consultation with
our General Counsel, will then respond to the director with
a resolution. We also ask each of our executive officers and
directors to fill out questionnaires every year to help enable us
to identify if a potential conflict of interest exists. Our Code of
Ethics, Guidelines and the charters for all the committees of
our Board are available at www.staples.com in the Corporate
Governance section of the Investor Information webpage.
The Nominating and Corporate Governance Committee is
responsible for reviewing, approving or ratifying any related
party transactions. We define “related party transactions”
as transactions with a value of more than $120,000 and in
which (i) Staples and any of our directors, director nominees,
executive officers, 5% shareholders and their immediate
family members are participants, and (ii) such participants
have a direct or indirect material interest. In the course of
reviewing whether or not the participants should be deemed
to have a direct or indirect material interest, the Nominating
and Corporate Governance Committee reviews the presence
of standard prices, rates, or terms consistent with arms-
length dealings with unrelated third parties; the materiality of
the transaction to each party; the reasons for entering into
the transaction; the potential effect of the transaction on the
status of an independent director; and any other factors the
Nominating and Corporate Governance Committee deems
relevant. If a transaction is deemed to be a related party
transaction, the procedures for approval or ratification of such
a transaction are the same as for actual or potential conflicts of
interests involving directors and are set forth in the Guidelines.
For fiscal year 2015:
• We had no related-party transactions.
• There were no transactions that affected our directors’
independence.
• There were no violations or waivers of our Code of Ethics
with respect to our directors or executive officers.
In an effort to provide greater transparency to our shareholders,
we provide the following additional information about sales of
office supply products or related services, such as copying,
branding of promotional products or technology services,
to companies or organizations affiliated with our current
independent directors. All transactions reported with director-
affiliated companies were in the ordinary course of business,
without involvement of the director and on arm’s length
business terms. Below is a list of companies and institutions
with which our current independent directors were affiliated
in fiscal year 2015 and from which we received greater than
$120,000 for providing our supplies or services.
• Bain & Company • CBRE Group, Inc. • Sears Holdings Corporation
• Becton Dickinson & Company • Harvard University • TJX Companies, Inc.
• BritishAmerican Business
The amounts received by us in fiscal year 2015 for the sale
of office supplies and related services to these companies
range from approximately $247,000 to approximately
$20.4 million and the median amount received from such
sales was approximately $566,000. In each case, the
amount was immaterial to both Staples and the company
purchasing the goods and services. The largest amount of
approximately $20.4 million represents approximately 0.097%
of our revenues based on sales for fiscal year ended January
30, 2016 of approximately $21.1 billion. The largest amount
includes $18 million of purchases under a global corporate
service agreement that benefited and provided for purchases
by third parties.
In addition, in 2015 we paid approximately $1.05 million for
employee background check services from a privately held
company for which one of our directors served as chairman
of the board of directors in 2015, approximately $382,000
for fleet services to WEX Inc., a company for which one of
our directors serves as a director, approximately $13.3 million
for customized delivery boxes to a privately held company
for which one of our directors also serves as a director, and
approximately $54.1 million to Google, Inc. for marketing, IT
services and products that we purchase for re-sale. We also
purchased products and services from Becton Dickinson &
Company, Hasbro, Inc. and CBRE Group, Inc. for approximately
$173,000, $1.4 million and $3.7 million, respectively.