Staples 2012 Annual Report Download - page 24

15
ELECTION OF DIRECTORS
(Item 1 on the Proxy Card)
The members of our Board are elected for a term of office to expire at the next annual meeting (subject to the election and
qualification of their successors or the earlier of their death, resignation or removal). In considering whether to recommend any
particular candidate for inclusion in our Board's slate of recommended director nominees, the Nominating and Corporate
Governance Committee applies the assessment criteria set forth in our Corporate Governance Guidelines. These criteria include
diversity, age and skills such as understanding of the office products market, the retail industry, finance, accounting, marketing,
technology, risk management, international business and other operational and business knowledge needed to oversee a global
multi-channel business. The principal qualification of a director is the ability to act effectively on behalf of all of our stockholders.
The Nominating and Corporate Governance Committee does not assign specific weights to particular criteria, and no particular
criterion is a prerequisite for any prospective nominee. We believe that the specific skills, qualifications and experience of our
directors, considered as a group, should provide a mix of knowledge and abilities that will allow our Board to fulfill its
responsibilities.
We believe each nominee in the slate presented below, through their own personal accomplishments and dedication to their
profession and community, has demonstrated strong intellectual acumen, solid business judgment, strategic vision, integrity and
diligence. The twelve nominees that are current directors include six directors who joined the Board within the last six years and
four nominees with over fifteen years of service on the Board, including two nominees who have served on the Board since our
inception. Each of the current directors consistently has demonstrated their strong work ethic and dedication to Staples, including
coming prepared to meetings, asking insightful questions, challenging management's assumptions, focusing on long term business
strategy, analyzing challenges, evaluating solutions and overseeing implementation. Our new nominee brings expertise and
leadership in e-commerce and retail, a perspective particularly important in the Board's strategic oversight of Staples' reinvention
plan. We believe that the composition of the Board, including the varied tenure of our directors, combines institutional knowledge
and understanding of our business model, products and services and historical growth strategies with fresh perspectives and
exposure to alternative approaches to business process, which promotes lively Board discussion and effective oversight and problem
solving.
Many of the nominees are either current or former chief executive officers, chairpersons or vice chairpersons of other large
international corporations. As such, they have a deep understanding of, and extensive experience in, many areas that are critical
to our operation and success. We have determined that nominees who have served in these roles have extensive experience with
financial statement preparation, compensation determinations, regulatory compliance (if their businesses are or were regulated),
corporate governance, risk management, public affairs and legal matters. Set forth below is biographical information of each of
the nominees, highlighting the particular experience, qualifications, attributes or skills of each nominee that supports the conclusion
of the Nominating and Corporate Governance Committee that these individuals should serve as directors of Staples.
Served as a
Director
Since
Basil L. Anderson, age 68
Served as an independent director of Staples since 1997 until
we asked him to become our Vice Chairman from
September 2001 until his retirement in March 2006.
Mr. Anderson is also a director of Hasbro, Inc., Becton,
Dickinson and Company, and Moody's Corporation. He
served as a director of CRA International, Inc. until
January 2011. Among his many qualifications, Mr. Anderson
has extensive executive experience in corporate finance
gained in part from his position as Chief Financial Officer of
Campbell Soup Company and, prior to that, Scott Paper
Company. Mr. Anderson also brings to the Board valuable
insight into oversight of financial reporting and the audit
process based on his experiences serving on the audit
committees of multiple boards. Mr. Anderson also has
strategic planning expertise, as well as international business
experience.
1997