Foot Locker 2005 Annual Report Download - page 101

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Code of Business Conduct
The Company has adopted a Code of Business Conduct for directors, officers and employees,
including our Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer. A copy of
the Code of Business Conduct is available on the corporate governance section of the Company’s
corporate web site at www.footlocker-inc.com. You may obtain a printed copy of the Code of Business
Conduct by writing to the Corporate Secretary at the Company’s headquarters.
Any waivers of the Code of Business Conduct for directors and executive officers must be
approved by the Audit Committee. We intend to disclose promptly amendments to the Code of
Business Conduct and any waivers of the Code for directors and executive officers on the corporate
governance section of the Company’s corporate website at www.footlocker-inc.com.
BOARD OF DIRECTORS
Organization and Powers
The Board of Directors has responsibility for establishing broad corporate policies, reviewing
significant developments affecting Foot Locker, and monitoring the general performance of the
Company. Our By-laws provide for a Board of Directors consisting of between 9 and 17 directors, the
exact number of directors to be determined from time to time by the entire Board. Our Board currently
has 11 members. Effective May 24, 2006, the Board has fixed the number of directors at 12, subject to
the election of Mr. McKenna to the Board at this annual shareholders’ meeting.
There were five meetings of the Board of Directors during 2005. Each of our directors attended at
least 75 percent of the meetings of the Board and committees on which they served in 2005.
Independence
The Board of Directors, upon the recommendation of the Nominating and Corporate Governance
Committee, has determined that the following directors, as well as the nominee for director, are
independent under the rules of The New York Stock Exchange because they have no material or
immaterial relationship to the Company that would impair their independence.
Purdy Crawford James E. Preston
Nicholas DiPaolo David Y. Schwartz
Alan D. Feldman Christopher A. Sinclair
Philip H. Geier Jr. Cheryl Nido Turpin
Jarobin Gilbert Jr. Dona D. Young
Matthew M. McKenna
In making their decisions on independence, the Nominating and Corporate Governance Committee
and the Board of Directors considered:
•Purdy Crawford’s position as counsel to the Toronto law firm of Osler, Hoskin & Harcourt LLP
(“OH&H’’), a firm that has provided legal services to the Company. Mr. Crawford has advised
the Company that, while OH&H provides him with an office and administrative support, the firm
provided him with no remuneration in 2005. The Board has determined that Mr. Crawford is
independent because he received no direct compensation from OH&H, he is not an employee,
equity partner, or manager of OH&H, and he is not involved in the provision of services to the
Company.
•Mr. Geier’s position as Vice Chairman of the Board of Trustees of the charitable organization Save
the Children. Independently of Mr. Geier’s involvement with Save the Children, the Company
donated approximately 82,500 pairs of athletic footwear with a cost of approximately $2 million, to
the Save the Children Foundation in 2005. This donation benefited the tsunami victims in Banda
Aceh, Indonesia, as well as Save the Children programs in the United States. In addition, the Foot
Locker Foundation contributed approximately $73,000 to Save the Children in 2005. The Board has
determined that this relationship is not material because Mr. Geier is not an executive officer of the
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