Staples 2013 Annual Report Download - page 75

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independent Chairman. We know of no studies that conclusively prove that splitting the roles of Chairman and CEO provides a
better return for investors. If there is an effective lead director in place, there is no need to separate the roles of Chairman and
CEO according to an article published in the New York Law Journal, January 26, 2012, “Corporate Governance Update: Analyzing
Aspects of Board Composition.” Contrary to the proponent’s view, most public companies in the U.S. do not have an Independent
Chairman. An imported, “one size fits all” approach to board leadership in the U.S. may not be appropriate due to the differences
in regulatory oversight of public companies and capital markets of the United Kingdom and other international markets. During
our fall 2013 outreach program, many of our larger institutional investors told us that they believed it was best for the Board to
retain its flexibility in choosing the leadership structure that is best for Staples.
It is not in the best interests of Staples or its stockholders to adopt an arbitrary policy mandating an Independent
Chairman all the time. Stockholders are best served if the Board retains flexibility to decide what leadership structure works best
for the Board and the Company based on the facts and circumstances existing from time to time. Our Guidelines provide for our
Board to modify its leadership structure. From 2002 to 2005, when the roles of Chairman and CEO were held by different people,
the company performed very well just as it did when the roles were combined prior to and after the period of the split.
Every year the Board carefully assesses and considers, based on a number of factors, how it should structure its Board
leadership. For this year, the Board believes our CEO should serve as Chairman of the Board because he is the director most
familiar with the Company’s day-to-day operations. The combined role of Chairman and CEO allows for a single, clear focus for
command to execute Staples’ strategic initiatives and business plans. It is particularly important this year as Staples undergoes
its strategic reinvention focused on expanding product offerings in categories beyond office supplies, accelerating growth of online
sales, reducing expenses and reshaping existing businesses to improve productivity. It would not be in the best interests of our
stockholders to remove the Board’s flexibility and replace it with an arbitrary policy and possibly jeopardizing the success of
Staples’ strategic reinvention efforts. The Board believes that it should be permitted to continue to use its business judgment to
decide the best person to function as Chairman of the Board, considering, among other things, the composition of the Board and
the unique issues facing the Company.
OUR BOARD RECOMMENDS THAT YOU VOTE AGAINST THIS PROPOSAL.
STOCKHOLDER PROPOSAL REQUIRING COMPANY TO PRODUCE A HUMAN RIGHTS REPORT
(Item 6 on the Proxy Card)
The following stockholder proposal was submitted by the AFL-CIO Reserve Fund, 815 Sixteenth Street, N.W.,
Washington, D.C. 20006, beneficial owner of at least 492 shares of our common stock (as of December 20, 2013).
RESOLVED, that shareholders of Staples, Inc. ("Staples") urge the Board of Directors to report to shareholders, at a reasonable
cost and omitting proprietary information, on Staples' process for identifying and analyzing potential and actual human rights risks
of Staples' operations and supply chain (referred to herein as the "assessment") addressing the following:
• Human rights principles used to frame the assessment;
• Frequency of the assessment;
• Methodology used by the assessment to track and measure performance;
• Nature and extent of consultation with relevant stakeholders in connection with the assessment; and
• How the results of the assessment are incorporated into company policies and decision making.
The report should be made available to shareholders on Staples' website within six months of Staples' 2014 Annual Meeting of
Shareholders.
Supporting Statement
As long-term shareholders, we favor policies and practices protecting and enhancing the value of our investments. There
is increasing recognition that company risks related to human rights violations, such as litigation, reputational damage, production
delays and disruptions, can adversely affect shareholder value. Investors need full disclosure of such risks to be able to take them
into account when making investment decisions.
Staples, like many other companies, has adopted a code of conduct addressing human rights issues. ("Supplier Code of
Conduct," available at http://www.staples.com/sbd/cre/marketing/staples_soul/documents/staples-supplier-code-of-conduct.pdf).