Big Lots 2007 Annual Report Download - page 19

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GOVERNANCE
Current Members of the Board
The members of the Board as of the date of this Proxy Statement, and the committees of the Board on which they
serve, are identified below. The Board has standing Audit, Compensation, and Nominating/Corporate Governance
Committees. Each committee reports on its activities to the Board.
Director
Audit
Committee
Compensation
Committee
Nominating/Corporate
Governance Committee
Jeffrey P. Berger *
Sheldon M. Berman *
Steven S. Fishman
David T. Kollat **
Brenda J. Lauderback *
Philip E. Mallott **
Russell Solt * *
James R. Tener *
Dennis B. Tishkoff **
* Committee Member
** Committee Chair
Board Meetings in Fiscal 2007
Five meetings of the Board were held during fiscal 2007. During fiscal 2007, each director attended at least 75%
of the aggregate of all meetings of the Board and all meetings held by the committees on which he or she served
(in each case, held during the periods that he or she served). It is our policy that each director nominee standing
for election be present at the annual meeting of shareholders. Each director listed above attended the most recent
annual meeting of shareholders held in May 2007. Under our Corporate Governance Guidelines, each director is
expected to dedicate sufficient time and attention to ensure the diligent performance of his or her duties, including
attending meetings of the shareholders, the Board, and the committees of which he or she is a member.
Role of the Board’s Committees
Audit Committee
The primary function of the Audit Committee is to assist the Board in fulfilling its oversight responsibility
with respect to: (i) the integrity of the financial reports and other financial information provided by us to our
shareholders and others; (ii) our compliance with legal and regulatory requirements; (iii) the engagement of our
independent registered public accounting firm and the evaluation of the firm’s qualifications, independence and
performance; (iv) the performance of our system of internal controls; and (v) our audit, accounting and financial
reporting processes generally. The Audit Committee was established in accordance with the Securities Exchange
Act of 1934, as amended (“Exchange Act”), and each of its members is independent as required by the Audit
Committee’s charter and by the applicable NYSE and SEC rules. The Board has determined that Mr. Mallott,
Mr. Berger and Mr. Solt each satisfy the standards for an “audit committee financial expert,” as defined by
applicable SEC rules. Each member of the Audit Committee is “financially literate,” as required by NYSE rules.
The functions of the Audit Committee are further described in its charter, which is available in the Investor
Relations section of our website (www.biglots.com) under the “Corporate Governance” caption. A copy may also
be obtained, without charge, upon written request to our Corporate Secretary. The Audit Committee met eight
times during fiscal 2007.