Big Lots 2008 Annual Report Download - page 20

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- 7 -
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 2008.
Compensation Committee
The Compensation Committee discharges the responsibilities of the Board relating to the administration of our
compensation programs, including the compensation program for the members of our executive management
committee (“EMC”). The EMC is currently comprised of 11 employees – the five executives named in the
Summary Compensation Table (“named executive officers”) and all other senior vice presidents.
The Compensation Committee is involved in establishing our general compensation philosophy, overseeing the
development of our compensation programs, reviewing and recommending to the Board the compensation for the
EMC members, administering our equity-based compensation plans, and reporting on the entirety of the executive
compensation program to the Board. All members of the Compensation Committee are independent as required by
the Committee’s charter and NYSE rules.
The functions of the Compensation 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 Compensation
Committee met four times during fiscal 2008.
Nominating/Corporate Governance Committee
The Nominating/Corporate Governance Committee is responsible for recommending individuals to the Board
for nomination as members of the Board and its committees, taking a leadership role in shaping our corporate
governance policies and practices, including recommending to the Board changes to our Corporate Governance
Guidelines and monitoring compliance with such guidelines, and reviewing the compensation of the Board and
recommending any changes to the Board for its approval. All members of the Nominating/Corporate Governance
Committee are independent as required by the Committee’s charter and NYSE rules.
The functions of the Nominating/Corporate Governance 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
Nominating/Corporate Governance Committee met four times during fiscal 2008.
The Corporate Governance Guidelines, which comply with NYSE rules, can be found 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.
Selection of Nominees by the Board
The Nominating/Corporate Governance Committee has oversight over a broad range of issues surrounding the
composition and operation of the Board. The Nominating/Corporate Governance Committee is responsible for
recommending to the Board the appropriate skills and qualifications required of Board members, based on our
needs from time to time. The Nominating/Corporate Governance Committee also evaluates prospective director
nominees against the standards and qualifications set forth in the Corporate Governance Guidelines. Although
the Nominating/Corporate Governance Committee has not approved any specific minimum qualifications that
must be met by a nominee for director recommended by the Committee, the Committee does consider factors such
as the prospective nominee’s relevant experience, character, intelligence, independence, commitment, judgment,
prominence, diversity, age, and compatibility with our CEO and other members of the Board. The Nominating/
Corporate Governance Committee also considers such other relevant factors as it deems appropriate, including
the current composition of the Board, the balance of management and independent directors, and the need for
committee expertise. The Nominating/Corporate Governance Committee confers with the Board as to the criteria
it intends to apply before the search for a new director nominee is commenced.