Office Depot 2003 Annual Report Download - page 101

99 Office Depot 2003 / Proxy Statement
Conflicts of Interest
30. Interest Matters
If a Director, directly or indirectly, has a financial or per-
sonal interest in a contract or transaction to which the
Corporation is to be a party, or is contemplating entering into
a transaction that involves use of corporate assets or competi-
tion against the Corporation, the Director shall be considered
to be ‘interested’in the matter. The Director shall contact the
Chief Executive Officer, the Corporate Secretary or the Chair
of the Governance Committee to disclose such relationship.
The Director’s involvement or interest will be reviewed by the
Corporation’s General Counsel, and then referred for resolution
to the Governance Committee. ‘Interested’ Directors should
be identified and/or disclosed, and they shall not participate in
any discussion or any vote relating to the matter in which
they have been deemed to be interested. The decision of the
Governance Committee on all matters of “ interest”shall be final.
APPENDIX B
Audit Committee Charter of
Office Depot, Inc.
Purpose
The Audit Committee is appointed by the Board of
Directors (the “ Board”) of Office Depot, Inc. (the “ Com-
pany”) to assist the Board in monitoring the systems of internal
controls, the integrity of the financial reporting process, and
the financial statements and reports of the Company; the per-
formance of the Company’s internal audit function (“ Global
Corporate Audit Services” or “ GCAS”); assessing and miti-
gating business and financial risks to the Company; and the
compliance by the Company with legal and regulatory
requirements. The Committee shall be directly responsible for
the appointment (or replacement if appropriate), compensation
and oversight of the work of any public accounting firm
employed by the Company for the purpose of preparing or
issuing an audit report or related work (hereinafter referred to
as the, Independent Accountant), and the Independent
Accountant shall report directly to the Audit Committee. No
public accounting firm serving as the Company’s Independent
Accountant shall undertake any services for the Company
unless and until such services have been specifically approved
by the Committee. The Audit Committee shall provide an
open avenue for communication among the internal auditors,
the Independent Accountant, Management and the Board of
Directors.
Committee Membership
The Audit Committee shall consist of at least three mem-
bers of the Board in good standing. The members of the Audit
Committee shall meet the independence and experience
requirements of the Securities and Exchange Commission
(“ SEC”), the New York Stock Exchange (“ NYSE”), and, to
the extent independence and experience requirements are
established by such body, the Public Company Accounting
Oversight Board (“ PCAOB”). In order to be considered “ inde-
pendent” for the purpose of serving on the Committee, a
member of this Committee may not, other than fees received
solely in his or her capacity as a member of the Audit
Committee, the Board of Directors or any other Board
Committee: (i) accept any consulting, advisory or other com-
pensatory fee of any type from the Company; or (ii) be an
affiliated person of the Company or any subsidiary person
thereof. A person shall be deemed “ affiliated”if he or she is a
current or former employee or officer of the Company. The
Committee may invite other members of the Board of Directors,
in good standing, to attend meetings of the Committee in a
non-voting capacity but permitted to enter into the discussions
of the Committee. All members of the Audit Committee shall
be “ financially literate” and at least one member of the
Committee shall be designated as a “ financial expert” as
defined by applicable legislation and regulations, including
without limitation the Sarbanes Oxley Act of 2002 (the “ Act”)
and any regulations promulgated by the SEC, the NYSE or
the PCAOB. The Company will provide the opportunity for
continuing education paid by the Company. The members and
chair of the Audit Committee shall be appointed annually by
the Board, on the recommendation of the Governance &
Nominating Committee of the Board. If an Audit Committee
member simultaneously serves on the audit committees of
more than three public companies, then in each case, the
board must determine that such simultaneous service would
not impair the ability of such member to effectively serve on
the Company’s Audit Committee and disclose such determi-
nation in the Company’s annual proxy statement.
Meetings
The Committee shall meet at least four times a year, in
regular session, and also shall meet each time the Company
proposes to issue a press release with its quarterly or annual
earnings information. Such ‘earnings release’ meetings may
be combined with any regular quarterly meeting of the
Committee or may be conducted telephonically, separately
from the regular quarterly meetings of the Committee. The
Committee may convene additional meetings, as circumstances
require, at the call of the Chairman, or any two other members
of the Committee. All Committee members are expected to
attend each meeting, in person or via tele-conference, or
videoconference. The Committee shall invite members of