Staples 2012 Annual Report Download - page 18

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 We have not employed or otherwise compensated any family members (within the meaning of the NASDAQ listing
standards) of the independent directors or new nominee during the past three years.
 None of the independent directors, the new nominee 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, our new nominee or their family members during the past three years.
 No family relationships exist between any of our directors, our new nominee or executive officers.
 During the past three years, none of our directors, our new nominee or executive officers has had a material direct or
indirect business relationship with us or a "related party transaction" as described below.
Certain Related Business Transactions
In 2012, we had no "related party transactions" and there were no exceptions to our Code of Ethics for our directors and
executive officers. In an effort to be transparent with stockholders, we describe our processes and our interactions with director
affiliated entities below.
Our written Code of Ethics sets forth the general principle 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 principle is also
reflected in our written Guidelines and the written materials that we use to educate associates about conflict of interest guidelines.
For example, under the Guidelines, if an actual or potential conflict of interest develops for any reason, including, without limitation,
because of a change in business operations of the Company or because of a director's circumstances, the director should immediately
report the matter to our General Counsel, who should then report the matter to the Nominating and Corporate Governance Committee
("Committee") for review and determination. In the event there is a significant conflict, the director must resign or the conflict
must be resolved. Additionally, under the Guidelines, any director who wishes to join the board of directors of another company
must provide written notice to the chairperson of the Committee. The chairperson of the Committee, after consultation with our
General Counsel, will then respond to the director with a resolution. We also ask each of our executive officers and directors to
fill out questionnaires every year to help enable us to identify if a potential conflict of interest exists. Our Code of Ethics, Guidelines
and the charters for all the committees of our Board are available at www.staples.com in the Corporate Governance section of the
Investor Information webpage.
Code of Ethics
There may be times when a commercial relationship involving our directors, executive officers or their family members is
beneficial to us and 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 cannot serve as a director for one of our customers or suppliers unless (1) the supplier's or customer's
annual business with Staples is less than 5% of such company's annual revenues, (2) the executive officer agrees not to
participate or influence, directly or indirectly, any matter affecting the business relationship or transactions between
Staples and the supplier or customer, and (3) the executive officer obtains written approval from our CEO or, if the
executive officer is the CEO, written approval from the Committee.
 Executive officers and directors must not make or hold financial investments in a company that is one of our suppliers
or customers unless (1) the annual sales to or purchases from us are less than 5% of such company's annual revenues or
(2) if such person's ownership interest is both passive and insignificant and (3) for a private company, such person obtains
written approval from our CEO or, if a board member, written approval from the Committee.
 Executive officers and directors must not make or hold financial investments in a company that is one of our competitors
unless the investment in publicly held competitors is insignificant (less than 1% of the company's stock).
 Non-employee directors may work or consult for or serve on the board of a company that is one of our suppliers or
customers if (1) such company's annual sales to or purchases from us are less than 5% of such company's annual revenues,
(2) the director discloses the position to our General Counsel and the Committee and (3) the director agrees not to
participate or influence, directly or indirectly, any matter affecting the business relationship or transactions between
Staples and such company.
Director Affiliated Entities
Pursuant to the written charter of the Committee, the Committee is responsible for reviewing, approving or ratifying any
"related party transactions." These are transactions which exceed $120,000 and in which (i) Staples and any of our directors,
director nominees, executive officers, 5% stockholders and their immediate family members are participants, and (ii) such
participants had or will have a direct or indirect material interest. In the course of reviewing whether or not the participants should