Foot Locker 2005 Annual Report Download - page 99

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• Chief Executive Officer. The CEO is required to beneficially own shares of our Common Stock
having a value of at least four times his annual base salary.
• Other Principal Officers. Other Principal Officers of the Company are required to beneficially
own shares of our Common Stock having a value of at least two times their individual annual
base salaries. The category of Other Principal Officers includes all corporate officers at the senior
vice president level or higher and the chief executive officers of the Company’s operating
divisions.
For purposes of calculating beneficial ownership, restricted stock, restricted stock units, and
deferred stock units are counted towards ownership; stock options are disregarded.
The target date for full compliance with these guidelines is February 2011, which is five years after
the effective date of these guidelines. Non-employee directors who are elected to the Board after
February 2006, as well as employees who are elected or appointed after this date to positions covered
by these guidelines, must be in compliance within five years after their initial election or appointment.
Committee Charters
The Board of Directors has adopted charters for the Audit Committee, the Compensation and
Management Resources Committee, the Finance and Strategic Planning Committee, the Nominating
and Corporate Governance Committee, and the Retirement Plan Committee. Copies of the charters for
these committees are available on the corporate governance section of the Company’s corporate web
site at www.footlocker-inc.com. You may also obtain printed copies of these charters by writing to the
Corporate Secretary at the Company’s headquarters.
Director Independence
The Board believes that a significant majority of the members of the Board should be independent,
as determined by the Board in accordance with the criteria established by The New York Stock
Exchange. The Nominating and Corporate Governance Committee will review, on an annual basis, any
relationships between outside directors and the Company that may affect independence. Currently, only
one of the current 11 members of the Board of Directors serves as an officer of the Company, and 10 of
the 11 directors are independent under the criteria established by The New York Stock Exchange.
Presiding Director
The Chair of the Nominating and Corporate Governance Committee has been appointed as the
presiding director, who will preside at meetings of the independent and non-management directors.
Executive Sessions of Non-Management Directors
The Board of Directors holds regularly scheduled executive sessions of non-management directors.
The Chair of the Nominating and Corporate Governance Committee presides at executive sessions of
the independent and non-management directors. Jarobin Gilbert Jr. is the current Chair of this
committee.
Board Members’ Attendance at Annual Meetings
Although the Company does not have a policy on Board members’ attendance at annual
shareholders’ meetings, we encourage each director to attend these important meetings. The annual
meeting is normally scheduled on the same day as a Board of Directors’ meeting. In 2005, 10 out of the
11 directors who were then serving attended the annual shareholders’ meeting.
New Director Orientation
We have an orientation program for new directors that is intended to educate the new director on
the Company and the Board’s practices. At the orientation, the newly elected director generally meets
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