Office Depot 2011 Annual Report Download - page 49

(collectively, the “Operating Committee”). The Operating Committee membership was expanded to include the
Executive Vice President & Chief Marketing Officer and Executive Vice President & Chief Merchandising
Officer positions in order to further strengthen the risk oversight function in these areas of the company’s
business. The findings are then presented to the Board of Directors. In addition to the presentation made to the
full Board of Directors at least once a year, the Audit Committee receives quarterly updates on certain risk areas
the Board has identified for focus and the Independent Directors periodically discuss risk management during
executive sessions without management present.
While the Board of Directors has the ultimate oversight responsibility for the risk management process, various
Committees of the Board of Directors also have responsibility for risk management. In particular, the Audit
Committee focuses on assessing and mitigating financial risk, including internal controls, and receives an annual
risk assessment report from the company’s internal auditors. As part of its annual executive compensation review
in setting executive compensation, the Compensation Committee reviews the company’s management of
executive compensation and retention risks and strives to create incentives that encourage a level of risk-taking
behavior consistent with the company’s business strategy. The Audit and Compensation Committees annually
have a joint meeting to review incentive compensation plans for a risk assessment. The Corporate Governance
and Nominating Committee assists the Board in fulfilling its oversight responsibilities with respect to the
management of risks associated with Board organization, membership and structure, succession planning for our
Directors and Named Executive Officers (“NEOs”), and corporate governance.
From time to time the company may engage in purchase and sale transactions for office products with BC
Partners or its portfolio companies. These transactions are conducted on an arms length basis and are not material
to BC Partners.
Audit Committee
The company has a separately-designated standing audit committee composed of the following members:
Thomas J. Colligan who is the chair of the Audit Committee, Brenda J. Gaines, Myra M. Hart, and Kathleen
Mason.
All members of the Audit Committee have been determined by the Board of Directors to be Independent
Directors and financially literate. In addition, our Board of Directors has determined that the following members
of our Audit Committee qualify as “Audit Committee financial experts” within the meaning of the applicable
regulations of the SEC: Thomas J. Colligan, Brenda J. Gaines and Kathleen Mason.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires our Directors, Executive Officers and persons who
own more than 10% of Office Depot’s common stock to file reports of their holdings and transactions of Office
Depot common stock with the SEC and the NYSE. Based on our records, we believe that each of our officers and
Directors reported on a timely basis all transactions required to be reported by Section 16(a) during fiscal 2011.
Code of Ethics
Our Code of Ethical Behavior is in compliance with applicable rules of the SEC that applies to our principal
executive officer, our principal financial officer, and our principal accounting officer or controller, or persons
performing similar functions. A copy of the Code of Ethical Behavior is available free of charge on the “Investor
Relations” section of our web site at www.officedepot.com. We intend to satisfy any disclosure requirement
under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of this Code of Ethical
Behavior by posting such information on our web site at the address and location specified above.
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