Big Lots 2011 Annual Report Download - page 77

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the presence of management, and discussions with our Chief Financial Officer and internal auditor in separate
sessions, in each case without the presence of additional members of management. The Audit Committee also
meets in executive session without the presence of anyone else, whenever appropriate.
During fiscal 2011, management completed the documentation, testing and evaluation of our system of internal
control over financial reporting in accordance with the requirements set forth in Section 404 of the Sarbanes-
Oxley Act of 2002 and related regulations. The Audit Committee was apprised of the progress of the evaluation
and provided oversight and advice to management during the process. In connection with its oversight, the Audit
Committee received periodic updates provided by management and the independent registered public accounting
firm at each regularly scheduled Audit Committee meeting. The Audit Committee also reviewed the report of
management contained in our Form 10-K, as well as the independent registered public accounting firm’s Report
of Independent Registered Public Accounting Firm included in our Form 10-K related to its audit of (1) our
consolidated financial statements and (2) the effectiveness of our internal control over financial reporting. The
Audit Committee continues to oversee efforts related to our system of internal control over financial reporting and
management’s preparations for the evaluation thereof in fiscal 2012. The Audit Committee has also reviewed key
initiatives and programs aimed at strengthening the effectiveness of our internal and disclosure control structure.
Independent Registered Public Accounting Firm
The Audit Committee engaged Deloitte & Touche LLP as our independent registered public accounting firm to
audit our financial statements for fiscal 2011. Deloitte & Touche LLP has served as our independent registered
public accounting firm since October 1989. The Audit Committee annually selects our independent registered
public accounting firm.
Audit and Non-Audit Services Pre-Approval Policy
Pursuant to the Audit Committee’s Audit and Non-Audit Services Pre-Approval Policy, all audit and non-audit
services rendered by Deloitte & Touche LLP in fiscal 2011, including the related fees, were pre-approved by the
Audit Committee. Under the policy, the Audit Committee is required to pre-approve all audit and permissible non-
audit services performed by the independent registered public accounting firm to assure that the provision of those
services does not impair the firm’s independence. Pre-approval is detailed as to the particular service or category
of service and is subject to a specific engagement authorization. The Audit Committee requires the independent
registered public accounting firm and management to report on the actual fees incurred for each category of
service at Audit Committee meetings throughout the year.
During the year, it may become necessary to engage the independent registered public accounting firm for
additional services that have not been pre-approved. In those instances, the Audit Committee requires specific pre-
approval before engaging the independent registered public accounting firm. The Audit Committee may delegate
pre-approval authority to one or more of its members for those instances when pre-approval is needed prior to a
scheduled Audit Committee meeting. The member or members to whom pre-approval authority is delegated must
report any pre-approval decisions to the Audit Committee at its next scheduled meeting.
Fees Paid to Independent Registered Public Accounting Firm
The fees billed to us for the professional services rendered by Deloitte & Touche LLP during the two most recently
completed fiscal years were as follows:
($ in thousands) Fiscal 2010 ($) Fiscal 2011 ($)
Audit Fees 1,165 1,151
Audit-Related Fees (1) 18 18
Tax Fees (2) 87 172
All Other Fees (3) 2 2
Total Fees 1,272 1,343
(1) For fiscal 2010 and fiscal 2011, the audit-related fees principally related to accounting consultation.