Big Lots 2007 Annual Report Download - page 20

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- 6 -
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 executive vice presidents and 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 12 times during fiscal 2007.
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 and 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. 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 2007.
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.
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.
Determination of Director Independence
Pursuant to the Corporate Governance Guidelines, the Board undertook its most recent annual review of director
independence in March 2008. During this annual review, the Board considered all transactions and relationships
between each director, his or her affiliates, and any member of his or her immediate family, on one hand, and Big
Lots, its subsidiaries and members of senior management, on the other hand. The purpose of this review was to
determine whether any such transactions or relationships were inconsistent with a determination that the director is
independent in accordance with NYSE rules.
As a result of this review, the Board affirmatively determined that, with the exception of Mr. Fishman, all of
the directors nominated for election at the Annual Meeting are independent of Big Lots, its subsidiaries and its
management under the standards set forth by NYSE rules and no director nominee has a material relationship
with Big Lots, its subsidiaries or its management aside from his or her service as a director. Mr. Fishman is not an
independent director due to his employment with Big Lots.