Staples 2007 Annual Report Download - page 30

CORPORATE GOVERNANCE
We have, since our founding, sought to follow best practices in corporate governance in a manner that is in the
best interest of our business and stockholders. You can learn more about our current corporate governance principles
and review our Corporate Governance Guidelines, committee charters, Corporate Political Contributions Policy
Statement and Code of Ethics at www.staples.com in the Corporate Governance section of the About Staples webpage.
We are in compliance with the corporate governance requirements imposed by the Sarbanes-Oxley Act, Securities and
Exchange Commission and NASDAQ Stock Market. We will continue to modify our policies and practices to meet
ongoing developments in this area. We have discussed many features of our corporate governance principles in other
sections of this proxy statement. Some of the highlights are:
•Committee Independence. All members of our Audit Committee, Compensation Committee and Nominating
and Corporate Governance Committee are independent directors, and none of such members receives
compensation from us other than for service on our Board of Directors or its committees.
•Annual Election of Directors. Our directors are elected annually for a term of office to expire at the next Annual
Meeting (subject to the election and qualification of their successors).
•Majority Voting. Under our by-laws, in uncontested elections, our directors are elected if the votes cast ‘‘for’’ the
director’s election exceed the votes cast ‘‘against’’ the director’s election. If an incumbent director in an
uncontested election does not receive the required number of votes ‘‘for’’ his or her election, our Corporate
Governance Guidelines provide that such incumbent director must tender his or her resignation from our
Board. Our Board will respond to the resignation offer within 90 days following the applicable stockholder
vote. Such response may range from accepting the resignation offer, to maintaining such director but
addressing what our Board believes to be the underlying cause of the votes against such director, to resolving
that such director will not be re-nominated for election in the future, to rejecting the resignation, to such other
action that our Board determines to be in the best interests of Staples and our stockholders. Our Board will
consider all factors it deems relevant, such as any stated reasons why stockholders voted against such director,
any alternatives for curing the underlying cause of the votes against such director, the length of service and
qualifications of such director, such director’s past and expected future contributions to Staples, our Corporate
Governance Guidelines and the overall composition of our Board (including whether accepting the resignation
would cause Staples not to satisfy any applicable Securities and Exchange Commission, NASDAQ Stock
Market or other legal requirements). We will promptly publicly disclose our Board’s decision regarding such
director’s resignation offer.
•No Shareholder Rights Plan. We do not currently have a shareholder rights plan in effect and are not
considering adopting one. In response to our stockholders’ request, our Board adopted a shareholder rights
plan policy under which we will only adopt a shareholder rights plan if the plan has been approved by
stockholders either in advance or within 12 months of its adoption by our Board.
•Lead Director and Required Meetings of Independent Directors. We have a Lead Director, currently Arthur M.
Blank, 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
Chairman of the Board and Chief Executive Officer, (3) chairing the annual performance review of our Chief
Executive Officer and (4) consulting with the Chairman 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. Our
independent directors held separate meetings following each regularly scheduled meeting of our Board during
2007, and we expect they will continue to do so in subsequent years.
•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
Audit 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,
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