Staples 2013 Annual Report Download - page 22

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Compensation Committee
The Compensation Committee's responsibilities include setting the compensation levels of executive officers, including
our CEO, reviewing, approving and providing recommendations to our Board regarding compensation programs, administering
our equity and cash incentive plans and authorizing awards under such incentive plans. The Committee also oversees the
administration of the Company's employee stock purchase plans, retirement plans and other employee benefit plans. The Committee
may delegate its authority to management as it deems appropriate and may also delegate its authority relating to ministerial matters.
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 four times in person and one time by telephone during our 2013 fiscal year. For
more information about the responsibilities of our Compensation Committee, see the "Compensation Discussion and Analysis"
section of this proxy statement.
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 CEO. An additional
function of the Nominating and Corporate Governance Committee is to develop and recommend to our Board our 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 CEO, reviews and resolves conflict of interest situations, reviews and approves related party transactions
and interprets and enforces 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 2013 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 two
times in person during our 2013 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 2013 fiscal year.
Risk Oversight by the Board of Directors
Our Board of Directors is ultimately responsible for reviewing and approving our risk management strategy and framework
and key risk parameters. In terms of overseeing the broader enterprise risk management ("ERM") program, the Audit Committee,
under powers delegated by the Board, is responsible for the approval and establishment of our risk management framework and
ensuring that appropriate policies and practices are in place for risk assessment and management, including that all risk areas are
being monitored by senior management, reported to the Board or appropriate Board committee by senior management and addressed
as needed. At each quarterly Board meeting, the Audit Committee reports to the Board on all of its specific activities.
Our most senior executives are responsible for collaborating with the Audit Committee to provide oversight to the risk
management process and prioritize and validate key risks. Management, through its Enterprise Risk Committee, is then responsible
for implementing the Board and Board committee approved risk management strategy and for developing policies, controls,
processes and procedures to identify and manage risks. Our Enterprise Risk Committee is composed of leaders from the functional
areas of Staples and meets quarterly to coordinate information sharing and mitigation efforts for all types of risks. The Audit
Committee stays apprised of significant actual and potential risks faced by Staples and the effectiveness of its risk assessment
and management process in part through detailed presentations at least twice a year from the Vice President of Internal Audit as
the representative of the Enterprise Risk Committee, and detailed presentations from senior executives from Global Technology,
Human Resources and other areas to address specific risks and mitigation strategies. In 2013, management presented to the Audit
Committee the results of its enterprise wide review of the major financial, operational and legal risks facing the company and