Staples 2006 Annual Report Download - page 40

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Audit Fees
Ernst & Young LLP billed us an aggregate of approximately $3.4 million and $3.3 million in fiscal years 2006 and
2005, respectively, for professional services rendered in connection with our annual audit, the audit of our internal
controls over financial reporting, the review of our interim financial statements included in our Form 10-Q, statutory
filings and registration statements.
Audit-Related Fees
Ernst & Young LLP billed us an aggregate of approximately $20,000 and $62,000 in fiscal years 2006 and 2005,
respectively, for services related to assistance with internal control reporting, acquisition due diligence, employee
benefit plan audits, accounting consultation and compliance with regulatory requirements.
Tax Fees
Ernst & Young LLP billed us an aggregate of approximately $834,000 and $1.2 million in fiscal years 2006 and
2005, respectively, for services related to tax compliance, tax planning and tax advice. For fiscal years 2006 and 2005,
approximately $333,000 and $326,000, respectively, of these fees related to tax compliance.
All Other Fees
Ernst & Young LLP did not bill us in fiscal years 2006 or 2005 for services other than those described above.
Pre-Approval Policy and Procedures
The Audit Committee has adopted policies and procedures relating to the approval of all audit and non-audit
services that are to be performed by our independent registered public accounting firm. These policies provide that we
will not engage our independent registered public accounting firm to render audit or non-audit services (other than
de minimus non-audit services as defined by the Sarbanes-Oxley Act) unless the service is specifically approved in
advance by the Audit Committee. All services provided to us by Ernst & Young LLP in each of fiscal years 2006 and
2005 were approved in accordance with these policies.
Certain Relationships and Related Transactions
Our written Code of Ethics sets forth the general principal that our directors, executive officers and other
associates should avoid any situation that could be perceived as a conflict of interest, regardless of the dollar amount
involved. This principal is also reflected in our written Corporate Governance Guidelines and the written materials
that we use to educate associates about our conflict of interest guidelines. In addition, pursuant to its written charter,
the Nominating and Corporate Governance Committee of our Board of Directors must review all “related party
transactions” (defined as transactions required to be disclosed pursuant to Item 404 of Regulation S-K) on an ongoing
basis. If an actual or potential conflict of interest or related party transaction involving one of our executive officers or
directors develops for any reason, that individual must immediately report such matter to our General Counsel, who
in turn will report such matter to the Nominating and Corporate Governance Committee of our Board of Directors.
The Nominating and Corporate Governance Committee will review such matter and make its own determination with
respect to the matter or, if appropriate under the circumstances, make a recommendation to our Board of Directors
for determination.
There may be times when a commercial relationship involving our directors, executive officers or their family
members is beneficial to us or is not likely to raise material conflict of interest issues. Our Code of Ethics provides the
following guidelines for certain types of commercial relationships:
•Executive officers must not work or consult for a company that is one of our vendors or customers, but may
serve as a director of such company if (1) such company’s annual sales to or purchases from us are less than 5%
of the company’s annual revenues, (2) the executive officer discloses the directorship to our General Counsel,
who in turn obtains the approval of our Chief Executive Officer or, in the case of a management director, the
Nominating and Corporate Governance Committee of our Board of Directors and (3) the executive officer