Staples 2007 Annual Report Download - page 33

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disclosures. The Audit Committee is directly responsible for appointing, compensating, evaluating and, when
necessary, terminating our independent registered public accounting firm, and our independent registered public
accounting firm reports directly to the Audit Committee. The Audit Committee also prepares the Audit Committee
Report required under the rules of the Securities and Exchange Commission, which is included elsewhere in this proxy
statement. The Audit Committee has established procedures for the treatment of complaints regarding accounting,
internal accounting controls or auditing matters, including procedures for confidential and anonymous submission by
our associates of concerns regarding questionable accounting, internal accounting controls or auditing matters. The
Audit Committee meets independently with our independent registered public accounting firm, management and our
internal auditors. The members of the Audit Committee are independent directors, as defined by its charter and the
rules of the Securities and Exchange Commission and NASDAQ Stock Market. The Audit Committee met four times
in person and three times by telephone during our 2007 fiscal year.
Compensation Committee
The Compensation Committee’s responsibilities include setting the compensation levels of executive officers,
including our Chief Executive Officer, reviewing, approving and providing recommendations to our Board regarding
compensation programs, administering our equity incentive, stock purchase and other employee benefit plans and
authorizing option and restricted stock grants under our stock incentive plans. The members of the Compensation
Committee are independent directors, as defined by its charter and the rules of the NASDAQ Stock Market. The
Compensation Committee met three times in person during our 2007 fiscal year.
Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee’s responsibilities include providing recommendations to
our Board regarding nominees for director, membership on our Board committees, and succession matters for our
Chief Executive Officer. An additional function of the Nominating and Corporate Governance Committee is to
develop and recommend to our Board our Corporate Governance Guidelines and to assist our Board in complying
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 during our 2007 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 capital structure and capital policies, events and actions that
could impact capital structure, payment of dividends, share repurchases, borrowing practices, 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 2007 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 2007 fiscal year.
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