Staples 2004 Annual Report Download - page 33

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18APR200512032386
18APR200512035420
•Stock Ownership Guidelines. In December 2004, we adopted stock ownership guidelines, pursuant to which
non-management members of the Board are required to own a minimum level of equity in the Company worth
at least four times the annual Board cash retainer (currently $50,000), or $200,000. The guidelines also require
minimum equity ownership levels for all senior executives, including the CEO, who must own equity worth at
least five times his salary.
•Disclosure Committee. We have a disclosure committee composed of members of management to assist us in
fulfilling our obligations to maintain adequate disclosure controls and procedures and to coordinate and
oversee the process of preparing our periodic securities filings.
•Finance Committee. In September 2004, the Board established the Finance Committee of the Board. The
Finance Committee is composed entirely of independent Directors and is responsible for being available, as
needed, to evaluate and consult with and advise Staples’ management and Board with respect to (i) capital
structure and capital policies, (ii) events and actions that would or could impact capital structure,
(iii) borrowing practices, and (iv) debt or equity financings, credit arrangements, investments, mergers,
acquisitions, joint ventures, divestitures and other similar transactions.
•Executive Loans. We have adopted a policy prohibiting us from lending money to executive officers and
Directors.
You are invited to visit our web site at www.staples.com/about for more details regarding our corporate
governance practices.
Directors of Staples
Set forth below are the names and certain information with respect to each of our current Directors (other than
the nominees).
Directors Serving a Term Expiring at the 2006 Annual Meeting (Class 3 Directors)
Served as a
Director
Since
Basil L. Anderson, age 60 1997
A Vice Chairman of Staples since September 2001. Prior to
joining Staples, Mr. Anderson served as Executive Vice
President — Finance and Chief Financial Officer of
Campbell Soup Company from April 1996 to April 2000.
Prior to joining Campbell Soup, Mr. Anderson was with Scott
Paper Company where he served in a variety of capacities
beginning in 1975, including Vice President and Chief
Financial Officer from February 1993 to December 1995.
Mr. Anderson is also a Director of Hasbro, Inc., Charles
River Associates, Inc., Becton, Dickinson and Company and
Moody’s Investors Service, Inc.
George J. Mitchell, age 71 1998
Chairman of the law firm of DLA Piper Rudnick Gray Cary
US LLP since January 1, 2005, and partner in predecessor
firms since 1995. Appointed to the United States Senate in
1980, Senator Mitchell served until he left the Senate in 1995
as Majority Leader, a position he had held since January
1989. Senator Mitchell is also Chairman of the Board of The
Walt Disney Company.
17