Staples 2006 Annual Report Download - page 33

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17
with them. The Nominating and Corporate Governance Committee also oversees the evaluation of our Board and our
Chief Executive Officer, reviews and resolves conflict of interest situations, reviews and approves related party
transactions and, if necessary, other than with respect to executive officers and directors, grants waivers to our Code of
Ethics. The Nominating and Corporate Governance Committee also oversees our political contributions and
recommends to our Board any proposed revisions to our Corporate Political Contributions Policy Statement. The
members of the Nominating and Corporate Governance Committee are independent directors, as defined by its
charter and the rules of the NASDAQ Stock Market. The Nominating and Corporate Governance Committee met
four times in person and one time by telephone during our 2006 fiscal year.
Finance Committee
The Finance Committee’s responsibilities include being available, as needed, to evaluate and consult with and
advise our management and our Board with respect to (1) capital structure and capital policies, (2) events and actions
that would or could impact capital structure, (3) borrowing practices and (4) debt or equity financings, credit
arrangements, investments, mergers, acquisitions, joint ventures, divestitures and other similar transactions. The
Finance Committee met twice in person and once by telephone during our 2006 fiscal year.
Executive Committee
The Executive Committee is authorized, with certain exceptions, to exercise all of the powers of our Board in the
management and affairs of Staples. It is intended that the Executive Committee will take action only when reasonably
necessary to expedite our interests between regularly scheduled Board meetings. A quorum can only be established by
the presence of both a majority of the members of the Executive Committee and two non-management members of
the Executive Committee. The Executive Committee did not meet during our 2006 fiscal year.
Director Candidates
The process followed by the Nominating and Corporate Governance Committee to identify and evaluate director
candidates includes requests to Board members and others for recommendations, engaging a professional recruiting
firm to help identify and recruit potential candidates, meetings from time to time to evaluate biographical information
and background material relating to potential candidates, and interviews of selected candidates by members of the
Nominating and Corporate Governance Committee and our Board.
In considering whether to recommend any particular candidate for inclusion in our Board’s slate of
recommended director nominees, the Nominating and Corporate Governance Committee applies the criteria set forth
in our Corporate Governance Guidelines. These criteria include diversity, age and skills such as understanding of the
retail industry, the office products market, finance, accounting, marketing, technology, international business and
other knowledge needed on our Board. The principal qualification of a director is the ability to act effectively on
behalf of all of our stockholders. The Nominating and Corporate Governance Committee does not assign specific
weights to particular criteria, and no particular criterion is a prerequisite for any prospective nominee. We believe that
the backgrounds and qualifications of our directors, considered as a group, should provide a mix of experience,
knowledge and abilities that will allow our Board to fulfill its responsibilities.
Vijay Vishwanath, a director nominee, joined our Board in March 2007 and was identified as a potential
candidate for our Board by our Chief Executive Officer, who recommended that Mr. Vishwanath be considered by the
Nominating and Corporate Governance Committee. After personal interviews with each member of the Nominating
and Corporate Governance Committee and consideration of his background, the Nominating and Corporate
Governance Committee recommended, and our Board approved, Mr. Vishwanath’s election to our Board.
Stockholders may recommend an individual to the Nominating and Corporate Governance Committee for
consideration as a potential director candidate by submitting the following information: (1) the candidate’s name;
(2) appropriate biographical information and background materials regarding the candidate; and (3) a statement as to
whether the stockholder or group of stockholders making the recommendation has beneficially owned more than 5%
of our common stock for at least a year as of the date such recommendation is made. Such information should be
submitted to the Nominating and Corporate Governance Committee, c/o Corporate Secretary, Staples, Inc., 500