Office Depot 2003 Annual Report Download - page 76

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Office Depot 2003 / Proxy Statement 74
Committees of Our Board
Our Board has established four standing committees—(i) Audit, (ii) Compensation, (iii) Corporate Governance & Nominating and
(iv) Finance. Our Board met seven (7) times during fiscal 2003 and acted two (2) times by unanimous written consent. All of our
directors attended more than 75% of the total number of Board meetings and meetings of the committees on which they serve.
Functions (Highlights Only)
Membership at See Charters on our Website
December 31, 2003 for Further Explanation Number of
[Proposed Membership for of Committee Duties Meetings or Actions
Committees 2004 (Pending Election)] and Responsibilities by Consent in 2003
Audit Committee(1) Michael J. Myers, 1. Oversees financial reporting Met seven times during 2003.
Chairman process.
Lee A. Ault III 2. Meets with internal and external
Brenda J. Gaines auditors regarding audit results.
James L. Heskett 3. Engages and ensures independence
[Michael J. Myers, of our outside audit firm.
Chair 4. Reviews effectiveness of internal
Brenda J. Gaines controls.
James L. Heskett 5. Oversees compliance with Code of
Patricia A. McKay] Ethical Conduct.
Compensation W. Scott Hedrick, 1. Approves salaries and incentive Met two times during 2003.
Committee Chairman compensation of elected officers,
Neil R. Austrian as well as the compensation of
Cynthia R. Cohen our Board members.
Bruce S. Gordon 2. Reviews compensation of certain
[Lee A. Ault III, other executive management
Chair employees.
Neil Austrian 3. Administers employee benefit plans,
Al E. Bru including our Long-Term Equity
Myra Hart Incentive Plan (stock option plan).
Scott Hedrick] 4. Reviews management succession
planning.
Corporate Governance James L. Heskett, 1. Reviews and makes recommendations Met six times during 2003.
& Nominating Chairman to the Board concerning the size and
Committee Lee A. Ault III composition of our Board and its
Cynthia R. Cohen committees and the recruitment and
[James L. Heskett, selection of directors.
Chair 2. Nominates director candidates for
Lee A. Ault III election at Annual Meetings.
Brenda J. Gaines 3. Reviews and makes recommendations
Scott Hedrick] to the Board concerning corporate
governance policies and practices.
Finance Committee Neil Austrian, 1. Reviews our financial policies and Met six times during 2003.
Chairman procedures.
Bruce S. Gordon 2. Reviews annual capital budgets and
Frank P. Scruggs, Jr. major spending requests from
Peter J. Solomon management.
[Neil Austrian, Chair 3. Monitors our financial standing and
David W. Bernauer financial ratings.
Al E. Bru 4. Reviews our long-range financial
David Fuente] objectives.
5. Provides oversight and advice to
management regarding our capital
structure.
(1) Our Board has reviewed and made the determinations required by the listing standards of the New York Stock Exchange
(“ NYSE”) and regulations of the United States Securities and Exchange Commission (“ SEC”) regarding the independence
of, and the financial literacy of, the members of our Audit Committee. In addition, our Board has determined that the
Chairman of our Audit Committee, Michael Myers, by virtue of his extensive career in business, including the securities
industry, and experience in the areas of investment banking, finance and business generally, qualifies as an “ audit committee
financial expert”within the meaning of applicable regulations of the SEC, promulgated pursuant to the Sarbanes-Oxley Act
of 2002.