Staples 2003 Annual Report Download - page 19

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The Board of Directors has four standing committees: the Audit Committee, the Compensation Committee, the
Corporate Governance Committee and the Executive Committee. All of the members of the Audit Committee, the
Compensation Committee and the Corporate Governance Committee are independent directors as defined by the SEC and
NASDAQ. Each of the committees has the authority to retain independent advisors and consultants, with all fees and expenses
to be paid by us. The Board-approved charters of each of the Board committees can be found at www.staples.com/about.
Committee membership as of April 11, 2003 was as follows:
Audit Committee Compensation Committee
Paul F. Walsh, Chairman Martin Trust, Chairman
Brenda C. Barnes Arthur M. Blank
Mary Elizabeth Burton Richard J. Currie
Corporate Governance Committee Executive Committee
James L. Moody, Jr., Chairman Thomas G. Stemberg, Chairman
Rowland T. Moriarty James L. Moody, Jr.
Robert C. Nakasone Robert C. Nakasone
Ronald L. Sargent
Audit Committee
The Audit Committee provides the opportunity for direct contact between our independent auditors and the Board. The
Committee assists the Board in overseeing the integrity of our financial statements; our compliance with legal and regulatory
requirements; the independent auditor’s qualifications and independence; and the performance of our internal audit function
and the independent auditors. The 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 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. In addition, in 2002, our management, in
conjunction with the Committee, created 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. The Committee met four times in person and twice via telephone during the fiscal
year ended February 1, 2003.
Compensation Committee
The Compensation Committee’s responsibilities include setting the compensation levels of directors and executive
officers (subject to ratification by the Board of Directors), providing recommendations to the Board regarding compensation
programs, administering our equity incentive, stock purchase and other employee benefit plans and authorizing option and
restricted stock grants under the Amended and Restated 1992 Equity Incentive Plan and option grants under the 1997 United
Kingdom Company Share Option Plan. The Committee has adopted a policy prohibiting us from loaning money to executive
officers and Directors for personal purposes. The Committee met four times during the fiscal year ended February 1, 2003.
Corporate Governance Committee
The Corporate Governance Committee’s responsibilities include providing recommendations to the Board regarding
nominees for Director, membership on the Board committees, and succession matters for the Chief Executive Officer. An
additional function of the Committee is to develop and recommend to the Board the Company’s Corporate Governance
Guidelines and to assist the Board in complying with them. The Committee also oversees the evaluation of the Board and
management, reviews and resolves conflict of interest situations, and, if necessary, grants waivers to our Code of Ethics.
Our Corporate Governance Guidelines and Code of Ethics can be found at www.staples.com/about. Stockholders who wish
to recommend nominees for Director should submit recommendations in accordance with our By-laws to the Corporate
Secretary who will forward them to the Committee for consideration. The Committee met four times during the fiscal year
ended February 1, 2003.
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