Big Lots 2012 Annual Report Download - page 25

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related person transaction. Where advance approval is not practicable or we discover a related person transaction
that has not been approved and in each such case the Committee disapproves the transaction, the Committee
will, taking into account all of the factors and information it deems relevant (including the rights available to
us under the transaction), determine whether we should amend, rescind or terminate the transaction in light of
what it believes to be the best interests of our shareholders and company. We do not intend to engage in related
person transactions disapproved by the Nominating / Corporate Governance Committee. Examples of factors and
information that the Nominating / Corporate Governance Committee may consider in its evaluation of a related
person transaction include: (1) the reasons for entering into the transaction; (2) the terms of the transaction; (3) the
benefits of the transaction to us; (4) the comparability of the transaction to similar transactions with unrelated
third parties; (5) the materiality of the transaction to each party; (6) the nature of the related person’s interest in the
transaction; (7) the potential impact of the transaction on the status of an independent outside director; and (8) the
alternatives to the transaction.
Additionally, on an annual basis, each director, nominee for director and executive officer must complete
a questionnaire that requires written disclosure of any related person transaction. The responses to 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 2013, we have not engaged in any related
person transactions since the beginning of fiscal 2012.
Board’s Role in Risk Oversight
The Board and its committees play an important role in overseeing the identification, assessment and mitigation
of risks that are material to us. In fulfilling this responsibility, the Board and its committees regularly consult with
management to evaluate and, when appropriate, modify our risk management strategies. While each committee is
responsible for evaluating certain risks and overseeing the management of such risks, the entire Board is regularly
informed about such risks through committee reports.
The Audit Committee assists the Board in fulfilling its oversight responsibility relating to the performance of
our system of internal controls, legal and regulatory compliance, our audit, accounting and financial reporting
processes, and the evaluation of enterprise risk issues, particularly those risk issues not overseen by other
committees. The Compensation Committee is responsible for overseeing the management of risks relating to
our compensation programs. The Nominating / Corporate Governance Committee manages risks associated
with corporate governance, related person transactions, succession planning, and business conduct and ethics.
The Strategic Planning Committee assists the Board and management in managing risks related to strategic
planning. The Public Policy and Environmental Affairs Committee, a management committee that reports to the
Nominating / Corporate Governance Committee, oversees management of risks associated with public policy,
environmental and social matters that may affect our operations, performance or public image.
Code of Business Conduct and Ethics & Code of Ethics for Financial Professionals
We have a Code of Business Conduct and Ethics, which is applicable to all of our directors, officers and employees.
We also have a Code of Ethics for Financial Professionals which is applicable to our principal executive officer,
principal financial officer, principal accounting officer, controller and other persons performing similar functions.
Both the Code of Business Conduct and Ethics and the Code of Ethics for Financial Professionals are available
in the Investor Relations section of our website (www.biglots.com) under the “Corporate Governance” caption.
We intend to post amendments to or waivers from any applicable provision (related to elements listed under
Item 406(b) of Regulation S-K) of the Code of Business Conduct and Ethics and the Code of Ethics for Financial
Professionals (in each case, to the extent applicable to our principal executive officer, principal financial officer,
principal accounting officer, controller or persons performing similar functions), if any, in the Investor Relations
section of our website (www.biglots.com) under the “Corporate Governance” caption.