Big Lots 2007 Annual Report Download - page 68

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Audit Committee Report
In connection with the audited financial statements for fiscal 2007, the Audit Committee has reviewed and
discussed the audited financial statements with management and the independent registered public accounting
firm. Management has the primary responsibility for the financial statements and the reporting process. The
Audit Committee has discussed with the independent registered public accounting firm the matters required to
be discussed by Statement on Auditing Standards No. 61, (Communication with Audit Committees), as modified
or supplemented. The Audit Committee has received the written disclosures and the letter from the independent
registered public accounting firm required by Independence Standards Board Standard No. 1 (Independence
Discussions with Audit Committees), as modified or supplemented, and has discussed the independent registered
public accounting firm’s independence with the firm.
As part of this process, the Audit Committee continued to monitor the scope and adequacy of our internal
auditing program, reviewing staffing levels and steps taken to implement recommended improvements in
internal procedures and controls. Based on these reviews and discussions, the undersigned members of the Audit
Committee recommended to the Board that the audited consolidated financial statements be included in our
Annual Report on Form 10-K for fiscal 2007 for filing with the SEC.
Members of the Audit Committee
Philip E. Mallott, Chair
Jeffrey P. Berger
Russell Solt
PROPOSAL THREE: RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS
OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2008
At its March 4, 2008 meeting, the Audit Committee appointed Deloitte & Touche LLP as our independent
registered public accounting firm for fiscal 2008. The submission of this matter for approval by shareholders is not
legally required; however, we believe that such submission is consistent with best practices in corporate governance
and is another opportunity for shareholders to provide direct feedback on an important issue of our corporate
governance. If the shareholders do not approve the ratification of the appointment of Deloitte & Touche LLP, the
selection of such firm as our independent registered public accounting firm will be reconsidered by the Audit
Committee.
A representative of Deloitte & Touche LLP will be present at the Annual Meeting to respond to appropriate
questions and to make a statement if so desired.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL TO RATIFY
THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR FISCAL 2008.
SHAREHOLDER PROPOSALS
Any proposals of shareholders which are intended to be presented at the 2009 annual meeting of shareholders must
be received by our Corporate Secretary at our corporate offices on or before December 16, 2008 to be eligible
for inclusion in our 2009 proxy statement and form of proxy. Such proposals must be submitted in accordance
with Rule 14a-8 of the Exchange Act. If a shareholder intends to present a proposal at the 2009 annual meeting
of shareholders without including that proposal in our 2009 proxy materials and written notice of the proposal is
not received by our Corporate Secretary at our corporate offices on or before March 2, 2009, or if we meet other
requirements of the SEC rules, proxies solicited by the Board for our 2009 annual meeting of shareholders will
confer discretionary authority on the proxy holders named therein to vote on the proposal at the meeting.