Staples 2006 Annual Report Download - page 31

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In accordance with our Corporate Governance Guidelines, our Board has determined that all of our directors are
independent except Mr. Sargent, who is employed as our Chief Executive Officer, and Mr. Anderson, who was
employed as our Vice Chairman from September 2001 until his retirement in March 2006. Our independent directors
also included Richard J. Currie, who retired from our Board of Directors at our 2006 Annual Meeting of
Stockholders. In determining which of our directors are currently independent, our Board considered all the available
relevant facts and circumstances, including the following:
•Neither Staples nor any of our subsidiaries has employed or otherwise compensated the independent directors
other than for service on our Board and its committees during the past three years.
•We have not employed or otherwise compensated any family members (within the meaning of the NASDAQ
listing standards) of the independent directors during the past three years.
•None of the independent directors or their family members is a partner of our independent registered public
accounting firm or was a partner or employee of such firm who worked on our audit during the past three
years.
•None of our executive officers is on the compensation committee of the board of directors of a company that
has employed any of the independent directors or their family members during the past three years.
•No family relationships exist between any of our directors, nominees for director or executive officers.
•During the past three years, we have had business relationships involving the purchase or sale of products or
services with the following companies at which certain of our independent directors serve, or during the last
completed fiscal year served, as executive officers, partners or directors: AMB Group, LLC; American Express
Company; Atlanta Falcons; Bain & Company; Becton, Dickinson and Company; Citigroup, Inc.; CRA
International, Inc.; eFunds Corporation; Georgia Force Football Club, LLC; Rent-A-Center, Inc. In each
instance, the relevant director did not participate in the negotiation of the transaction and the applicable
products or services were provided on arm’s length terms and conditions and in the ordinary course of each
company’s business. Also, payments for products or services made during each of our 2007 (to date), 2006,
2005 and 2004 fiscal years between Staples and each of the relevant companies did not exceed 5% of the
recipient’s consolidated gross revenues for such year and otherwise were not of an amount or nature to
interfere with the exercise of independent judgment in carrying out the responsibilities of a director.
Meetings and Committees of our Board
Our Board of Directors held four regularly scheduled meetings and three telephonic special meetings during our
2006 fiscal year. The number of meetings held by each of the committees of our Board of Directors during our 2006
fiscal year is set forth below. During our 2006 fiscal year, each incumbent director other than Mr. Blank attended at
least 75% of the total of the number of Board meetings held while a director plus the number of committee meetings
held while a member of such committee. Our Corporate Governance Guidelines provide that directors are
encouraged to attend the Annual Meeting of Stockholders. Seven directors attended our 2006 Annual Meeting of
Stockholders.
Our Board of Directors has five standing committees: the Audit Committee, the Compensation Committee, the
Nominating and Corporate Governance Committee, the Finance Committee and the Executive Committee. Each of
our Board committees operates under a written charter adopted by our Board, a copy of which is available at
www.staples.com in the Corporate Governance section of the About Staples webpage.