Big Lots 2011 Annual Report Download - page 22

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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. The Audit
Committee met eight times during fiscal 2011.
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 the five executives named in the Summary Compensation
Table (“named executive officers”) and other executives holding the office of executive vice president or senior
vice president.
The responsibilities of the Compensation Committee include: (1) establishing our general compensation
philosophy; (2) overseeing the development of our compensation programs; (3) approving goals and objectives for
the incentive compensation awarded to the EMC members; (4) reviewing and recommending to the Board the other
compensation for the non-CEO EMC members; (5) administering our compensation programs; and (6) 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. The
Compensation Committee met six times during fiscal 2011.
Nominating / Corporate Governance Committee
The responsibilities of the Nominating / Corporate Governance Committee include: (1) recommending individuals
to the Board for nomination as members of the Board and its committees; (2) 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 (3) reviewing the compensation of
the members of the Board and recommending any changes to such compensation 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. The Nominating / Corporate Governance Committee met three times during fiscal 2011. 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.
Strategic Planning Committee
The responsibilities of the Strategic Planning Committee include: (1) assisting the Board and management in
strategic planning, including monitoring issues associated with CEO succession and management development;
(2) providing guidance to the Board and management in the development of long-term business objectives and
strategic plans; and (3) reviewing the long-term business objectives and strategic plans developed by management.
All members of the Strategic Planning Committee are independent.
The functions of the Strategic Planning 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. The
Strategic Planning Committee meets as it deems necessary.
Selection of Nominees by the Board
The Nominating / Corporate Governance Committee has oversight over a broad range of issues relating to 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