Staples 2007 Annual Report Download - page 31

without first obtaining the Audit 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 Messrs. Sulentic and Walsh are audit
committee financial experts under the rules of the Securities and Exchange Commission and are independent
as defined by the NASDAQ listing standards.
•Committee Authority. Each of the Audit, Compensation, Nominating and Corporate Governance, and Finance
Committees has the authority to retain independent advisors, with all fees and expenses to be paid by Staples.
•Stock Ownership Guidelines. Our stock ownership guidelines require our non-employee directors to own a
minimum level of equity in Staples worth at least four times the annual Board cash retainer (currently $75,000),
or $300,000. These guidelines also require minimum equity ownership levels for the named executive officers
listed in this proxy statement, including our Chief Executive Officer, who must own equity in Staples worth at
least five times his annual salary.
•Political Contributions. Our Corporate Political Contributions Policy Statement sets forth basic principles that,
together with our Code of Ethics and other policies and procedures, guide our approach to corporate political
contributions. As indicated in the policy statement, we will make available on our website an annual report of
monetary political contributions from corporate funds.
Our Chairman of the Board of Directors and executive officers are elected annually by our Board and serve in
such capacities at the discretion of our Board.
During 2007, two directors departed from our Board and three new directors joined our Board. To ensure a
continuity of institutional knowledge and to help acclimate our newest directors to our Board processes and culture,
our Board requested that Mr. Trust continue to serve as a director for an additional one-year term and waived the
retirement age guideline set forth in our Corporate Governance Guidelines for Mr. Trust with respect to such term.
Director Independence
Our Board of Directors, in consultation with our Nominating and Corporate Governance Committee, determines
which of our directors are independent. Our Corporate Governance Guidelines provide that directors are
‘‘independent’’ if they (1) meet the definition of ‘‘independent director’’ under the NASDAQ listing standards (subject
to any further qualifications required of specific committee members under the NASDAQ listing standards) and (2) in
our Board’s judgment, do not have a relationship with Staples that would interfere with the exercise of independent
judgment in carrying out the responsibilities of a director. Our Nominating and Corporate Governance Committee
reviews the standards for independence set forth in our Corporate Governance Guidelines periodically and
recommends changes as appropriate for consideration and approval by our Board.
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 Brenda C. Barnes, who departed from our Board in June 2007, and Gary L. Crittenden, who departed
from our Board of Directors in September 2007. 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.
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