Staples 2005 Annual Report Download - page 27

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•Lead Director and Required Meetings of Independent Directors. We have a Lead Director, currently Martin
Trust, who is independent and is responsible for (1) assuring that at least two meetings of independent
directors are held each year, (2) facilitating communications between other independent directors and the
Chairperson of the Board and Chief Executive Officer, (3) chairing the annual performance review of the
Chief Executive Officer and (4) consulting with the Chairperson of the Board and Chief Executive Officer on
matters relating to corporate governance and Board performance. The Lead Director is elected by our
independent directors, upon the recommendation of the Nominating and Corporate Governance Committee.
•Audit Committee Policies and Procedures. Under its charter, the Audit Committee’s prior approval is required
for all audit services and non-audit services (other than de minimis non-audit services as defined by the
Sarbanes-Oxley Act) to be provided by our independent registered public accounting firm. In addition, the
Committee has caused us to adopt policies prohibiting (1) executive officers from retaining our independent
registered public accounting firm to provide personal accounting or tax services and (2) Staples, without first
obtaining the Committee’s approval, from filling an officer level position in the finance department with a
person who was previously employed by our independent registered public accounting firm.
•Audit Committee Financial Expert. Our Board has determined that we have at least one “audit committee
financial expert” under the rules of the Securities and Exchange Commission.
•Committee Authority. Each of the Audit, Compensation, Nominating and Corporate Governance, and Finance
Committees has the authority to retain independent advisors and consultants, with all fees and expenses to be
paid by us.
•Stock Ownership Guidelines. Our stock ownership guidelines require non-management members of our Board
to own a minimum level of equity in Staples 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 Chief Executive Officer, who must own equity worth at least five times his or her salary.
You are invited to visit the Corporate Governance section of the About Staples webpage at www.staples.com 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 2008 Annual Meeting of Stockholders; provided, that their term will expire at
the 2007 Annual Meeting of Stockholders if Proposal 2 is approved. (Class 2 Directors)
Served as a
Director
Since
Brenda C. Barnes, age 52
Chairman and Chief Executive Officer of Sara Lee Corporation, a consumer
products manufacturer, since October 2005. Ms. Barnes was the President and
Chief Executive Officer of Sara Lee Corporation from February 2005 to
October 2005, the President and Chief Operating Officer of Sara Lee
Corporation from July 2004 to February 2005, and has been a director of Sara
Lee Corporation since July 2004. Ms. Barnes served as an adjunct professor at
Kellogg Graduate School of Business and North Central College from
January 2002 to April 2002. Ms. Barnes was President of Starwood Hotels &
Resorts, Inc. from November 1999 to March 2000. Prior to that, Ms. Barnes
served as President & CEO of Pepsi-Cola North America from 1996 to
February 1998. Ms. Barnes is also a director of The New York Times
Company.
2002