Staples 2014 Annual Report Download - page 16

CORPORATE GOVERNANCE
12 STAPLES Notice of Annual Meeting of Stockholders
MEETINGS AND COMMITTEES OF OUR BOARD
Our Board of Directors held a total of nine meetings during our 2014 fiscal year. The number of meetings held by each of the
committees of our Board during our 2014 fiscal year is set forth below under the description of each committee. During our 2014
fiscal year, all of the directors attended at least 75% of the aggregate number of Board meetings and meetings of committees
on which they served. Our Guidelines provide that directors are encouraged to attend the Annual Meeting, and all of our eleven
directors attended last year’s annual meeting.
Our Board has five standing committees: the Audit Committee, the Compensation Committee, the Nominating and Corporate
Governance Committee, the Finance Committee and the Executive Committee. The Chair of each committee, as a matter of
regular practice and to the extent possible, reviews committee meeting materials with management in advance of each Board
committee meeting. Each of our standing Board committees operates under a written charter adopted by our Board, a copy of
which is available at www.staples.com in the Corporate Governance section of the Investor Information webpage.
Audit Committee
Robert E. Sulentic*
Chairperson
“The engagement of our Audit Committee is critical to
managing the evolving risk profile and regulatory
environment in which we operate.”
Other Committee
Members
Basil L. Anderson
Justin King
Meetings in 2014
3 in person, 8
telephonic
* Audit committee
financial expert
under the rules of
the SEC
Introduction
The Audit Committee meets independently with our independent registered public accounting firm,
management and our internal auditors. The members of the Audit Committee are independent
directors, as defined by its charter and the rules of the SEC and NASDAQ Stock Market.
Key Objective
The Audit Committee assists our Board in overseeing our accounting and financial reporting
processes, the integrity of our financial statements, our compliance with legal and regulatory
requirements, our independent registered public accounting firm’s qualifications and independence,
and the performance of audits by our internal audit team and our independent registered public
accounting firm.
Further Areas of Responsibility
✓ Oversees our internal controls, including our disclosure controls and procedures and internal
control over financial reporting, on behalf of the Board.
✓ Assists the Board in its oversight of our policies and practices with respect to risk assessment and
risk oversight, including discussing with management risk exposures and the steps that have been
taken to monitor and control such exposures.
✓ Establishes escalation and oversight procedures for the treatment of complaints regarding
accounting, internal accounting controls or auditing matters, including procedures for confidential
and anonymous submission by our associates of concerns regarding questionable accounting,
internal accounting controls or auditing matters.
✓ Monitors the function of our ethics program, including compliance with our Code of Ethics.
✓ Prepares the Audit Committee Report required under the rules of the SEC.
2014 Highlights
The 2014 Report of the Audit Committee of the Board of Directors is included in the Ratification
of Selection of Independent Registered Public Accounting Firm section of this proxy statement. In
2014, in connection with its quarterly earnings and internal controls review, the Audit Committee
focused on strategic reinvention priorities and the related estimates, charges and guidance. As part
of the enterprise risk management (“ERM”) process, significant attention was given to the Company’s
information security profile. The Committee, with the assistance of third party experts, conducted a
review of security practices and strategy, and the retail marketing information security environment.
The Audit Committee was integrally involved in overseeing the response to the data security incident
announced in 2014. The Audit Committee provides oversight to management with respect to
network security enhancements and other projects underway by the Global Technology team.