Staples, Inc. Board of Directors Corporate Governance Committee Charter As approved by the Board of Directors on December 1, 1999 and then updated and approved by the Board of Directors on March 4, 2003 Purpose The purpose of the Corporate Governance Committee (the "Committee") of the Board of Directors (the "Board") of Staples, Inc. (the "Company") is to: 1. advise the Board concerning appropriate composition of the Board and its committees; 2. identify individuals qualified to become Board members; 3. recommend to the Board the persons to be nominated by the Board for election as directors at the annual meeting of stockholders; 4. develop and recommend to the Board a set of corporate governance guidelines applicable to the Company and assist the Board in complying with them; 5. develop and recommend to the Board a Code of Ethics applicable to the Company; 6. review and resolve conflicts of interest situations and, if necessary, grant waivers to the Company's Code of Ethics; and 7. oversee the evaluation of the Board and management. Composition The Committee shall be composed of at least three, but not more than five, members of the Board who are Independent Directors (as that term is defined in the Company's Corporate Governance Guidelines), one of whom shall serve as chairperson. The Committee and its chairperson shall be nominated and elected by the Board, upon the recommendation of the Committee. The Board may remove members of the Committee with or without cause. Responsibilities The Committee has developed, and the Board has adopted, written Board Corporate Governance Guidelines (the "Guidelines"). These Guidelines include provisions relating to: 1. Composition of the Board; 2. Operation of the Board; and 3. Board interaction with management. The Committee's specific responsibilities are set forth in the Guidelines. The Committee shall assist the Board in carrying out the Guidelines, shall monitor the compliance by the
2003 Governance Charter: SPLS
Board and its committees with the Guidelines, and, from time to time as it deems appropriate, review and reassess the adequacy of the Guidelines and recommend any proposed revisions to the Guidelines to the Board for approval. Procedures 1. Meetings The Committee shall meet as often as it deems necessary in order to perform its responsibilities but in no event less than three times each fiscal year. The Committee shall keep such records of its meetings as it shall deem appropriate. 2. Subcommittees The Committee may form and delegate authority to one or more subcommittees (including a subcommittee consisting of a single member), as it deems appropriate from time to time under the circumstances. 3. Reports to the Board The Committee shall report regularly to the Board. 4. Charter The Committee shall, from time to time as it deems appropriate, review and reassess the adequacy of this Charter and recommend any proposed changes to the Board for approval. 5. Independent Advisors The Committee shall have the authority to engage such independent legal and other advisors and consultants as it deems necessary or appropriate to carry out its responsibilities. Such independent advisors and consultants may be the regular advisors and consultants to the Company. The Committee is empowered, without further action by the Board, to cause the Company to pay the compensation of such advisors and consultants as established by the Committee. 6. Investigations The Committee shall have the authority to conduct or authorize investigations into any matters within the scope of its responsibilities as it shall deem appropriate, including the authority to request any officer, employee or advisor of the Company to meet with the Committee or any advisors engaged by the Committee.
7. Action A majority of the members of the Committee shall constitute a quorum. The Committee shall act on the affirmative vote of a majority of members present at a meeting at which a quorum is present. Without a meeting, the Committee may act by unanimous written consent of all members.