Staples 2012 Annual Report Download - page 17

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 Independent Board Committees. All members of our Audit, Compensation, Finance and Nominating and Corporate
Governance Committees are independent directors, and none of such members receives compensation from us other than
for service on our Board of Directors or its committees.
 Committee Authority to Retain Independent Advisors. Each of the Audit, Compensation, Finance and Nominating
and Corporate Governance Committees has the authority to retain independent advisors, with all fees and expenses to be
paid by Staples.
 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 conjunction with the Audit Committee, we have
adopted policies prohibiting (1) executive officers from retaining our independent registered public accounting firm to
provide personal accounting or tax services and (2) Staples, 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.
Compensation Features
 Independent Compensation Consultant. The Compensation Committee's charter provides that they will not engage
any compensation advisor that performs other services for the Company. In March 2013, the Compensation Committee
performed a conflicts of interest assessment of our compensation consultant and no conflict of interest was identified.
 Recoupment Policy. We have a recoupment policy whereby we provide for forfeiture and recovery of undeserved cash,
equity and severance compensation from an employee who engages in harmful or unethical behavior such as intentional
deceitful acts resulting in improper personal benefit or injury to the company, fraud or willful misconduct that significantly
contributes to a material financial restatement, violation of our Code of Ethics or breach of employee agreements.
 Stock Ownership Guidelines. Our stock ownership guidelines require our non-employee directors to own a minimum
level of equity in Staples worth at least five times the annual Board cash retainer (currently $75,000), or $375,000. These
guidelines also require minimum equity ownership levels for the named executive officers listed in this proxy statement,
including our CEO, who must own equity in Staples worth at least five times his annual salary.
Other Features
 Social Accountability. Staples remains committed to responsible corporate conduct. Through our Code of Ethics and
ongoing communications and training programs, we make it easy for associates around the world to understand what
they need to know and do to make sound decisions in the best interests of our company and stockholders. Additionally,
our Supplier Code of Conduct requires that certain suppliers comply with Staples' expectation in the areas of labor rights,
safety, environmental and ethical standards. We also monitor certain of our suppliers with social accountability audits
and also have a team of associates in China overseeing the screening, monitoring and auditing of some of these suppliers.
 Environmental Responsibility. Staples continues to lead the way in sustainable business practices. We continue to
collaborate with our suppliers in our "Race to the Top" initiative to develop packaging changes in our private label products
to reduce the size and types of materials used and increase the use of recycled and recyclable materials. The EPA recently
awarded Staples with a Climate Leadership Award for its Excellence in Greenhouse Gas Management.
Director Independence
Our Board of Directors, in consultation with our Nominating and Corporate Governance Committee, determines which of
our directors, including new nominees, are independent. Our 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 Guidelines periodically
and recommends changes as appropriate for consideration and approval by our Board.
In accordance with our Guidelines, our Board has determined that all of our directors and our new nominee are independent
except Mr. Sargent, who is employed as our CEO. In determining independence, our Board considered all the available relevant
facts and circumstances, including the following:
 Neither we nor any of our subsidiaries has employed or otherwise compensated the independent directors or new nominee
other than for service on our Board and its committees during the past three years.