Staples 2003 Annual Report Download - page 16

CORPORATE GOVERNANCE
We have, since our founding, sought to follow best practices in corporate governance in a manner that is in the best
interests of our business and stockholders. You can find our current corporate governance principles, including our Corporate
Governance Guidelines, Committee Charters and Code of Ethics, on our public web site at www.staples.com/about. We are
in compliance with the corporate governance requirements imposed by the Sarbanes-Oxley Act and NASDAQ. We will
continue to modify our policies and practices to meet ongoing developments in this area. While we have discussed many
features of our corporate governance principles in other sections of this Proxy Statement, some of the highlights of our
corporate governance principles are:
•Director and Committee Independence. A substantial portion (9 of 13) of our Board is independent, and all
members of our Audit, Compensation and Corporate Governance Committees are independent directors. For this
purpose, Directors are “independent” if they (1) receive no direct or indirect compensation from us other than
compensation for service as a director, and (2) meet the “independence” definitions of the SEC and NASDAQ.
•Audit Committee. The Audit Committee is directly responsible for appointing, compensating, evaluating and,
when necessary, terminating our independent auditor, and our independent auditors report directly to the Committee.
The Committee’s prior approval is required for all audit and non-audit services (other than de minimis non-audit
services as defined by the Sarbanes-Oxley Act) to be provided by our independent auditor. In addition, the
Committee has adopted policies (i) prohibiting senior executives from retaining our independent auditor to provide
personal accounting or tax services, and (ii) prohibiting us, without first obtaining the Committee’s approval, from
filling an officer level position in the finance department with a person who had previously been employed by our
auditors.
•Committee Authority. Each of the Audit, Compensation and Corporate Governance Committees has the authority
to retain independent advisors and consultants, with all fees and expenses to be paid by us.
•Lead Director and Required Meetings of Non-employee Directors. We have a Lead Director, currently James
L. Moody, Jr., who is independent and is responsible for assuring that at least two meetings of non-employee
directors are held each year, facilitating communications between other members of the Board of Directors and
the Chairperson of the Board and Chief Executive Officer, chairing the annual performance reviews of the
Chairperson of the Board and Chief Executive Officer, and consulting with the Chairperson of the Board and Chief
Executive Officer on matters relating to corporate governance and Board performance.
•Whistleblower Procedures. The Audit Committee has established procedures for the treatment of complaints
regarding accounting, internal accounting controls or auditing matters, including procedures for confidential and
anonymous submission by our associates of concerns regarding questionable accounting, internal accounting
controls or auditing matters.
•Disclosure Committee. We have a disclosure committee composed of members of management to assist us in
fulfilling our obligations to maintain disclosure controls and procedures and to coordinate and oversee the process
of preparing our periodic securities filings.
•Executive Loans. The Compensation Committee has adopted a policy prohibiting us from lending money to
executive officers and Directors for personal purposes.
You are invited to visit our web site at www.staples.com/about for more details regarding our corporate governance
practices.
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