Additional Information

Appendix A: Corporate Governance

Board of Directors

Board Committees
OfficeMax has five standing committees: the Committee of Outside Directors and the Executive, Executive Compensation, Audit, and Governance and Nominating committees. The committees' respective duties are outlined in their charters. The board reviews the committees' duties from time to time, and may form new committees, revise a committee's structure, or disband committees, depending on the circumstances. A brief overview of each committee is provided below. For more detailed information, see Committee Charters at http://investor.officemax.com/corp-governance.cfm#cm1.

Committee of Outside Directors
The board established this committee – consisting of all members of the board of directors who are not officers, employees, or former officers of the corporation or one of our subsidiaries – to review and evaluate the performance of the chief executive officer of the corporation; establish individual and corporate goals and strategies relating to the corporation's chief executive officer; and review other matters as it, in its discretion, considers appropriate, including but not limited to, the performance and processes of the board of directors and the flow of information to and from the board of directors, the corporation's management, and the corporation's shareholders.

Executive Committee
The board established this committee – consisting of each of the chairs of the other standing committees plus the chairman of the board – to take full board action primarily in the event board review and approval is needed on short notice when it is impossible or impractical to effect a full board quorum on short notice.

Executive Compensation Committee
The board established this committee to discharge the board's responsibilities relating to compensation of the company's chief executive officer and each of the company's executive officers. The committee shall have overall responsibility for approving and evaluating all compensation plans, policies, and benefit programs of the company as they affect the chief executive and executive officers.

Audit Committee
The board established this committee to oversee the company’s accounting and financial reporting processes, system of internal controls, and the audits of the company's financial statements. The committee shall also assist the board in the oversight of the company's compliance with legal and regulatory requirements; the independence, performance, and qualifications of the independent auditor; and the performance of the company's internal audit function.

Governance and Nominating Committee
The board established this committee to assist the board in identifying qualified individuals for board membership, to recommend the composition of the board and its committees, to monitor a process to assess board effectiveness, and to develop and implement the company's corporate governance guidelines.

Board Criteria
A director must be free from any conflicts of interest that would interfere with his or her loyalty to the company or our shareholders. If any actual or potential conflict of interest arises for a director, he or she shall promptly inform our general counsel. If a significant conflict exists and cannot be resolved, the director should resign. All directors will excuse themselves from any discussion or decision affecting their personal, business, or professional interests.

Evaluation
Our directors perform a self-evaluation of the board and its committees on an annual basis. The assessment includes a review of our board's overall effectiveness and the areas in which the directors believe the board can make an impact on the company. The Governance and Nominating Committee coordinates the evaluation. The purpose of this evaluation is to increase the effectiveness of our board and its committees.

Compensation
Only our nonemployee board members receive compensation (including equity compensation) for their board service. Employee directors, if any, do not receive compensation for this service. We believe our director compensation should be competitive. We also believe it should encourage ownership of the company's common stock, thereby aligning the directors' interests with those of our shareholders. In light of that goal, each nonemployee director receives a form of long-term equity compensation (e.g., stock options or restricted stock). Our nonemployee directors can also elect to receive part or all of their compensation in stock options rather than cash. The Governance and Nominating Committee reviews our directors' compensation and recommends any changes to the full board. Our Executive Compensation Committee oversees the administration of the directors' compensation plans.

Qualifications
The board of directors has established qualifications for directors, including the ability to apply good and independent judgment in a business situation, and the ability to represent the interests of all of our shareholders and constituencies. In evaluating board candidates, the Governance and Nominating Committee considers these qualifications, as well as several other factors, including but not limited to the following:

• Demonstrated maturity and experience
• Geographic balance
• Expertise in business areas relevant to OfficeMax
• Background as an educator in business, economics, or the sciences
• Diversity