Foot Locker 2005 Annual Report Download - page 100

with the Company’s Chief Executive Officer, the Chief Financial Officer, the General Counsel and
Secretary, as well as with other senior financial officers of the Company, to review the business
operations, financial matters, investor relations, corporate governance policies, and the composition of
the Board and its committees. Additionally, he or she has the opportunity to visit our stores at the
Company’s New York headquarters, or elsewhere, with a senior division officer for an introduction to
store operations.
Payment of Directors Fees in Stock
The non-employee directors receive one-half of their annual retainer fees, including committee
chair retainer fees, in shares of the Company’s Common Stock, with the balance payable in cash.
Directors may elect to receive up to 100 percent of their fees in stock.
Director Retirement
The Board has established a policy that directors resign from the Board at the annual meeting of
shareholders following the director’s 72nd birthday. As part of the Nominating and Corporate
Governance Committee’s regular evaluation of the Company’s directors and the overall needs of the
Board, the Nominating and Corporate Governance Committee may ask a director to remain on the
Board for an additional period of time beyond age 72, or to stand for re-election after reaching age 72.
However, a director may not remain on the Board beyond the date of the annual meeting of
shareholders following his or her 75th birthday.
The Board has established a policy that any director who experiences a change in his or her
principal employment position is required to advise the Chair of the Nominating and Corporate
Governance Committee of this change. If requested, the director will submit a letter of resignation to
the Chair of the Nominating and Corporate Governance Committee, and the Committee would then
meet to consider whether to accept or reject the letter of resignation.
Communications with the Board of Directors
The Board has established a procedure for shareholders to send communications to the Board of
Directors. Shareholders who wish to communicate directly with the outside directors of the Company
should send a letter to: Board of Directors, c/o Secretary, Foot Locker, Inc., 112 West 34th Street,
New York, NY 10120.
The Secretary will promptly send a copy of the communication to the Chair of the Nominating and
Corporate Governance Committee, who may direct the Secretary to send a copy of the communication
to the other outside directors and may determine whether a meeting of the outside directors should be
called to review the communication.
A copy of the Procedures for Shareholder Communication with the Board of Directors is available
on the Company’s corporate web site at www.footlocker-inc.com. You may obtain a printed copy of the
procedures by writing to the Corporate Secretary at the Company’s headquarters.
Retention of Outside Advisors
The Board of Directors and all of its committees have authority to retain the services of outside
advisors and consultants that they consider necessary or appropriate in carrying out their respective
responsibilities. The independent accountants are retained by the Audit Committee and report directly
to the Audit Committee. In addition, the internal auditors are selected by the Audit Committee and are
ultimately accountable to the Audit Committee. Similarly, consultants retained by the Compensation
and Management Resources Committee to assist it in the evaluation of senior executives’ compensation
report directly to that committee.
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