Big Lots 2008 Annual Report Download - page 22

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- 9 -
In determining that each of the directors other than Mr. Fishman is independent, the Board considered charitable
contributions to not-for-profit organizations of which our directors or immediate family members are executive
officers or directors, none of which approached the disqualifying thresholds set forth in the NYSE rules.
Accordingly, the Board determined that each of the transactions and relationships it considered was immaterial and
did not impair the independence of any of the directors.
Related Person Transactions
The Board and the Nominating/Corporate Governance Committee have the responsibility for monitoring
compliance with our corporate governance policies, practices and guidelines applicable to our directors, nominees
for director, officers and employees. The Board and the Nominating/Corporate Governance Committee have
also enlisted the assistance of our General Counsel and human resources management to fulfill this duty. Our
written Corporate Governance Guidelines, Code of Business Conduct and Ethics, Code of Ethics for Financial
Professionals, and human resources policies address governance matters and prohibit, without the consent of the
Board or the Nominating/Corporate Governance Committee, directors, officers and employees from engaging in
transactions that conflict with our interests or that otherwise usurp corporate opportunities.
Pursuant to our written related person transaction policy, the Nominating/Corporate Governance Committee also
evaluates “related person transactions.” Consistent with SEC rules, we consider a related person transaction to be
any transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships):
(i) involving more than $120,000 in which we and any of our directors, nominees for director, executive officers,
holders of more than five percent of our common shares, or their immediate family members were or are to be
a participant; and (ii) in which such related person had or will have a direct or indirect material interest. Under
our policy, our directors, executive officers and other members of management are responsible for bringing all
transactions, whether proposed or existing, of which they have knowledge and that they believe may constitute
related person transactions to the attention of our General Counsel. If our General Counsel determines that the
transaction constitutes a related person transaction, our General Counsel will notify the chair of the Nominating/
Corporate Governance Committee. Thereafter, the Nominating/Corporate Governance Committee will review,
considering all factors and information it deems relevant, and either approve, ratify or disapprove the related person
transaction in light of what it believes to be the best interests of Big Lots and our shareholders. Examples of factors
and information that the Nominating/Corporate Governance Committee may consider include: (i) the reasons for
entering into the transaction; (ii) the terms of the transaction; (iii) the benefits of the transaction to us; (iv) the
comparability of the transaction to similar transactions with unrelated third parties; (v) the materiality of the
transaction to each party; (vi) the nature of the related person’s interest in the transaction; (vii) the potential impact
of the transaction on the status of an independent outside director; and (viii) the alternatives to the transaction.
Additionally, on an annual basis, each director, nominee for director and executive officer is obligated to complete
a questionnaire that requires written disclosure of any related person transaction. These questionnaires are
reviewed by the Nominating/Corporate Governance Committee and our General Counsel to identify any potential
conflicts of interest or potential related person transactions.
Based on our most recent review conducted in the first quarter of fiscal 2009, we have not engaged in any related
person transactions since the beginning of fiscal 2008.
Presiding Member of the Board
The Board has a presiding director whose primary responsibility is to preside over executive sessions of the Board
in which management directors and other members of management are not present. The role of presiding director
is rotated among the independent, non-management directors (“outside directors”). The presiding director is
responsible for establishing an agenda for the session over which he or she presides and, upon the conclusion of an
executive session of the Board, meeting with our chief executive officer (“CEO”) to address the matters discussed
during the executive session.