Staples 2004 Annual Report Download - page 36

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members of the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance
Committee and the Finance Committee are independent Directors within the current NASDAQ definition of
‘‘independence.’’ All of the members of the Audit Committee comply with the independence requirements
contemplated by Rule 10A-3 under the Exchange Act. 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 19, 2005 was as follows:
Audit Committee Compensation Committee
Paul F. Walsh, Chairman Richard J. Currie, Chairman
Mary Elizabeth Burton Brenda C. Barnes
Gary L. Crittenden Arthur M. Blank
Nominating and
Corporate Governance Committee Executive Committee
Robert C. Nakasone, Chairman Ronald L. Sargent, Chairman
Rowland T. Moriarty Rowland T. Moriarty
Martin Trust Robert C. Nakasone
Martin Trust
Finance Committee
Gary L. Crittenden, Chairman
Rowland T. Moriarty
Paul F. Walsh
Audit Committee
The Audit Committee provides the opportunity for direct contact between our independent registered public
accounting firm and the Board. The Committee assists the Board in overseeing our compliance with legal and
regulatory requirements; the integrity of our financial statements; the independent registered public accounting firm’s
qualifications and independence; and the performance of our internal audit function and the independent registered
public accounting firm through receipt and consideration of certain reports from the independent registered public
accounting firm. In addition, the Committee discusses the Company’s risk management policies and reviews and
discusses with management and the independent registered public accounting firm the Company’s annual and
quarterly financial statements and related disclosures. The Committee is directly responsible for appointing,
compensating, evaluating and, when necessary, terminating our independent registered public accounting firm, and
our independent registered public accounting firm reports directly to the Committee. The Committee also prepares
the Audit Committee Report required by the SEC (which is included elsewhere in this proxy statement). 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. The Committee meets
independently with the independent registered public accounting firm, management and the internal auditors. Our
Board has determined that Gary L. Crittenden is an ‘‘audit committee financial expert’’ under the rules of the SEC.
The Committee met four times in person and three times by telephone during the fiscal year ended January 29, 2005.
Compensation Committee
The Compensation Committee’s responsibilities include setting the compensation levels of directors and
executive officers, including the Chief Executive Officer, reviewing and 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 our stock incentive plans. The Committee met four
times in person and once by telephone during the fiscal year ended January 29, 2005.
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