Staples 2014 Annual Report Download - page 13

CORPORATE GOVERNANCE
www.staplesannualmeeting.com STAPLES 9
You can learn more about our current corporate governance
program and review our Corporate Governance Guidelines
(“Guidelines”), committee charters, Corporate Political
Contributions and Government Activity Policy Statement, Code
of Ethics and other significant policies at http://investor.staples.
com/phoenix.zhtml?c=96244&p=irol-govhighlights. The
information at such website and the other websites mentioned
in this proxy statement is not incorporated by reference herein.
We also recognize that corporate governance is not static,
and we continue to evaluate our policies and practices to
meet ongoing developments in this area. Some highlights of
our corporate governance policies and practices are set forth
below.
Shareholder Rights • Annual election of directors
• Majority voting in uncontested director elections
• No rights plan without shareholder approval
• No supermajority voting requirements for mergers and other matters
• Shareholders can call special meetings (25% ownership threshold)
• Shareholders can act by majority written consent
Board Features • All independent directors (other than CEO)
• Diverse board
• Strong Independent Lead Director role
• Annual CEO evaluation by independent directors
• Robust annual succession planning process
Other Features • Transparent reporting of political contributions and lobbying and trade association activities
• Recognized leader in sustainability matters
• Responsible ethical sourcing program with third party audits
• Chief Culture Officer
DIRECTOR INDEPENDENCE
Our Board of Directors, in consultation with our Nominating
and Corporate Governance Committee, determines which of
our directors are independent. Our Guidelines provide that
directors are “independent” if they (1) meet the definition of
“independent director” 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 their responsibilities. Our Nominating
and Corporate Governance Committee periodically reviews the
independence standards in our Guidelines and recommends
changes as appropriate.
In accordance with our Guidelines, our Board has determined
that all of our directors and nominees are independent except
Mr. Sargent, who is our CEO. In determining independence,
our Board considered all the available relevant facts and
circumstances, including the following:
• Neither we nor any subsidiary has employed or otherwise
compensated the independent directors other than for
service on our Board and its committees during the past
three years.
• We have not employed or otherwise compensated any
family members (within the meaning of the NASDAQ
listing standards) of the independent directors during the
past three years.
• None of the independent directors 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 or their
family members during the past three years.
• No family relationships exist between any of our directors
or executive officers.
• During the past three years, none of our directors or
executive officers has had a material direct or indirect
business relationship with us or engaged in a “related
party transaction” as described below.
CERTAIN RELATIONSHIPS AND RELATED PARTY
TRANSACTIONS
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 conflicts
of interest. 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,