Governance

Office Depot is a publicly traded corporation listed on the New York Stock Exchange (NYSE) under the ticker symbol “ODP.” We are committed to open, transparent and ethical corporate governance that is responsive to our shareholders. Our 11-member Board of Directors represents the highest governing body of the Company. The majority of our Board of Directors are independent directors who have no material relationship with Office Depot. Our Board of Directors met eleven (11) times during fiscal 2012.

Board Independence

The Board Chairman also serves as Chief Executive Officer of Office Depot. All other Board members are independent Directors of the Corporation who meet the qualifications of “independence” in accordance with the New York Stock Exchange and United States Securities and Exchange Commission (SEC) requirements. Office Depot is committed to maintaining a Board that has a majority of independent Directors.

Board Committee Independence

All Board Members who serve on the Audit,Compensation, and Corporate Governance and Nominating Committees are independent Directors. Certain members of the Board’s Audit Committee qualify as “Audit Committee Financial Experts” within the definition of applicable regulations of the SEC, promulgated pursuant to the Sarbanes-Oxley Act of 2002.

Lead Director

The non-management Directors on our Board select a Lead Director who chairs the Corporate Governance and Nominating Committee, also referred to as the “Governance Committee.” The Lead Director works with the Governance Committee to set agendas for Board meetings and presides over meetings of non-management Directors in executive session. The Lead Director must be an Independent Director as defined by our Corporate Governance Guidelines.

Governance Practices

Office Depot is committed to maintaining an independent Board that is responsive to our shareholders. The Board regularly meets in executive sessions at which the CEO is not in attendance. Under the leadership of the Governance Committee, the Board engages in periodic self-evaluation of its work as a whole. In addition, each Committee conducts evaluations of its own work, and the individual Directors conduct a self-evaluation of their performance.

Executive Compensation

The Compensation Committee reviews and reports to the Board of Directors on all forms of compensation paid (or payable in the future) to executives.

Three standing Board committees – Audit, Compensation, and Corporate Governance and Nominating – are comprised entirely of independent Directors. The Company also has a Finance Committee.