In 2010 we became 100 per cent owned by Staples, Inc. The company's highest governance body is the Staples Board of Directors. The Board recognises that a genuine commitment to sound principles of corporate governance is fundamental to our ongoing viability.

About Staples Board of Directors

Composition: Twelve members, including Chairman and CEO Ronald Sargent; three women, two Asian Americans and one African American. To view the current Board of Directors click here.

Terms: Elected annually for a term of office to expire at the next annual shareholders meeting (subject to the election and qualification of their successors).

Committees: Audit, Nominating and Corporate Governance, Compensation, Finance and Executive.

Independence: Other than the chairman, all board members are independent, including all members of the Audit, Compensation, Finance, and Nominating and Corporate Governance Committees. The only compensation they receive is for service on the board and its committees; no independent consulting fees or other payments are allowed.

Leadership structure: Every year, the board evaluates its leadership structure and, based on a recommendation from the Nominating and Corporate Governance Committee, determines whether there should be an independent chairperson of the board or an independent lead director. There is currently a combined CEO-Chairman and an independent lead director.

To learn more about our current corporate governance principles and review our Corporate Governance Guidelines, committee charters, Corporate Political Contributions Policy Statement and other significant policies, please visit Staples’ Corporate Governance web page.

Executive Leadership Team

The Executive Leadership Team has ultimate governance for sustainability issues for Corporate Express Australia Pty Limited. The ELT provides strategic direction and guidance for our CSR program and makes recommendations to the Staples Soul owners (please see below).

Staples Soul Governance

Each of the pillars of Staples Soul – Ethics, Community, Environment and Diversity - has an owner and a team responsible for implementing initiatives and actions for that pillar. The teams for each pillar are listed below:

TeamCARE

We launched our TeamCARE values in 2010:

Customer: Everything begins and ends with our customers
Associates: We value and count on each member of our diverse and talented team
Results: Every one of us is personally accountable for delivering results
Easy: We succeed by staying focused and keeping it simple.

We held a series of focus sessions on the values during the year and we began a program that rewards associates who demonstrate how they are representing our values in their daily work. We will continue to roll out our TeamCARE values in 2011.

We conduct a business ethics program called “Law of the Jungle.” The web-based training aims to increase associates’ awareness and understanding about competition laws, anti-corruption, fair trading and workplace rights and wrongs. All associates are required to undertake this training.

The legal department also provides training on adherence to laws and standards related to marketing communications such as the Competition and Consumer Act. Green marketing training is given to our marketing and merchandising teams on an annual basis in Australia. We are planning to extend this training to our associates in New Zealand in 2011.

Expanding our Ethics Programs.

Due to the change in our ownership, we are currently refining and expanding our ethics programs. In 2011 we will be implementing the global company’s ethics programs which include the Staples Code of Ethics, the Staples Anti-Corruption Policy, the Staples Privacy and Information Management Policy and the Staples Gifts and Entertainment Guidelines.

Code of Ethics

All associates, as well as executives and directors, are expected to adhere to our Code of Conduct and its mission statement which set out detailed standards of ethical behaviour expected and required. In 2011, we will be transitioning to the Staples Code of Ethics which is the code which applies to Staples’ associates worldwide. The Code of Ethics explains core expectations regarding honest, fair, responsible conduct and business practices. It provides guidelines to help associates deal appropriately with a broad range of issues, ranging from insider trading to conflicts of interest to customer privacy. The Code also explains the procedures for asking questions and voicing concerns, including how such reported violations are handled.

Whistleblower hotline

Associates are actively encouraged to bring any matters of concern to the attention of management, human resources or internal audit. This includes activities or behaviour that may not be in accordance with our Code of Conduct, financial reporting policies, insider trading policy, other company policies or other regulatory requirements or laws.

We also have a whistleblower hotline operated by an independent third party. Associates can report issues of concern via the hotline anonymously. The whistleblower policy mandates identity and reprisal protection for whistleblowers. In 2011 we will be moving across to the global company’s ethics helpline, Staples EthicsLink, which serves as a “24/7 ethics resource” where associates can raise their concerns either by phone or through the website. This will be hosted by a third party and administered by our Global Ethics Office. Through the helpline, associates can ask for guidance on ethical and compliance issues and report suspected ethics violations.

One of the ways we can help our customers achieve their CR objectives is by helping them access sustainable suppliers. Our Ethical Sourcing Policy requires suppliers to demonstrate a strong CSR commitment. The Policy covers employment practices, workplace health and safety, environment and management controls. To view the policy please click here. By requesting that our suppliers subscribe to high standards of ethical conduct we can positively impact the social, ethical and environmental performance of our supply chain.

Our Ethical Sourcing Policy forms part of the tendering process for our suppliers, which means that how suppliers manufacture or source their goods is a critical part of their selection. During the year we have been engaging with suppliers who have not yet signed the policy to identify the reasons for not signing and working towards a satisfactory resolution. While the majority of our suppliers are based in Australia many of them source their products offshore, so our goal is to continue to build and maintain strong relationships with suppliers, particularly those sourcing products from low-cost countries that may not have legislated labour or environmental standards, to influence them in adopting at least minimum standards.

Supplier Audit Process

In 2010 we completed the trial audit process for one of our key offshore suppliers. An audit was undertaken in 2009 via a certified third-party auditor of one of our key direct-import manufacturers. The results identified some non-compliance and an action plan and timeframe was put in place to address the areas of concern. Follow-up audits were conducted with the supplier in 2010 and the supplier has now achieved compliance with our policy.

With the purchase of Corporate Express by Staples, we will transition this program to the Staples audit program. This includes all offshore own-brand suppliers and their manufacturers. We are currently working through the requirements and will be working with own-brand suppliers to implement the new approach in 2011/12. The diagram below shows Staples’ factory certification audit and corrective action process.

As a first step, we have increased the number of Staples own-brand products. These products are from manufacturers who have been through the Staples’ stringent ethical and quality audit processes and are measured on a continuous basis against these requirements.

We are also reviewing the Staples Supplier Code of Conduct, the equivalent to our Ethical Sourcing Policy, and will be looking to transition to this in 2011.