Foot Locker 2005 Annual Report Download - page 102

organization, he received no benefit from the contributions made by the Company or the Foot
Locker Foundation and, further, he had no participation or involvement in soliciting or approving the
Company’s or the Foot Locker Foundation’s contributions to Save the Children.
•Mr. McKenna’s position as an executive officer of PepsiCo, Inc. The Company has purchased soft
drink products from PepsiCo within the last fiscal year totaling approximately $12,800. In
addition, our direct-to-customers business expects to enter into an internet marketing
arrangement in 2006 with a division of PepsiCo. The Company expects to receive payments of
approximately $500,000 in 2006 from the PepsiCo division under this arrangement. Neither our
payments to PepsiCo nor PepsiCo’s payments to us approach 2 percent of either company’s
consolidated gross revenues in 2005. The Board has determined that these relationships are
immaterial and would not impair Mr. McKenna’s independence because the amounts involved
are not material to either company and the product purchases and internet marketing
arrangement were in the ordinary course of business.
The Board of Directors, upon the recommendation of the Nominating and Corporate Governance
Committee, has determined that Matthew D. Serra is not independent because Mr. Serra is an executive
officer of the Company.
The Board of Directors has determined that all members of the Audit Committee, the
Compensation and Management Resources Committee and the Nominating and Corporate Governance
Committee are independent as defined under the listing standards of The New York Stock Exchange.
Committees of the Board of Directors
The Board has delegated certain duties to committees, which assist the Board in carrying out its
responsibilities. There are six standing committees of the Board. Each director serves on at least one
committee. The committee memberships, the number of meetings held during 2005, and the functions of
the committees are described below.
Compensation
and Finance and Nominating
Management Strategic and Corporate Retirement
Audit Resources Planning Governance Plan Executive
Committee Committee Committee Committee Committee Committee
P. Crawford* J. Preston* C. Sinclair* J. Gilbert Jr.* J. Gilbert Jr.* M. Serra*
N. DiPaolo P. Crawford N. DiPaolo J. Preston N. DiPaolo P. Crawford
J. Gilbert Jr. P. Geier Jr. A. Feldman C. Turpin R. McHugh J. Gilbert Jr.
D. Schwartz C. Sinclair P. Geier Jr. D. Young L. Petrucci J. Preston
D. Young C. Turpin D. Schwartz M. Serra C. Sinclair
* Committee Chair
Audit Committee. The committee held 10 meetings in 2005.
The Board of Directors and the Audit Committee have approved a charter governing the
committee. A copy of the charter is available on the corporate governance section of our corporate web
site at www.footlocker-inc.com. The report of the Audit Committee appears on Page 35.
This committee appoints the independent accountants and the internal auditors and is responsible
for approving the independent accountants’ and internal auditors’ compensation. This committee also
assists the Board in fulfilling its oversight responsibilities in the following areas:
•accounting policies and practices,
•the integrity of the Company’s financial statements,
•compliance with legal and regulatory requirements,
•the qualifications, independence, and performance of the independent accountants, and
•the qualifications and performance of the internal audit function.
The Audit Committee has established procedures for the receipt, retention and treatment of
complaints regarding accounting, internal accounting controls or auditing matters.
10