Big Lots 2007 Annual Report Download - page 22

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Other Directorships
Mr. Kollat is a director of Limited Brands, Inc., Select Comfort Corporation and Wolverine World Wide, Inc.
Mr. Kollat serves on the finance committee at Limited Brands, Inc., the corporate governance and nominating
committee at Select Comfort Corporation, and the compensation committee and the audit committee at Wolverine
World Wide, Inc. Ms. Lauderback is a director of Select Comfort Corporation, Wolverine World Wide, Inc.,
Denny’s Corporation and Irwin Financial Corporation. Ms. Lauderback is a member of the corporate governance
and nominating committee at Select Comfort Corporation, the audit committee at Wolverine World Wide, Inc., the
compensation and incentives committee at Denny’s Corporation, and both the audit and compensation committees
at Irwin Financial Corporation. Mr. Mallott is a director of Tween Brands, Inc., where he also serves as the chair of
the audit committee.
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 and employees,
including our principal executive officer, our principal financial officer, and our principal accounting officer. We
also have a separate Code of Ethics for Financial Professionals which is applicable to our CEO and all other senior
financial officers, as that term is defined therein. 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. A copy may also be obtained, without charge, upon written request
to our Corporate Secretary. 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, at this
location on our website.
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.
The Corporate Governance Guidelines, Code of Business Conduct and Ethics, Code of Ethics for Financial
Professionals, and various human resources policies 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.
In addition, on an annual basis, each director, nominee for director and executive officer is obligated to complete
a questionnaire which requires disclosure of any transaction in which Big Lots was or is to be a participant in
which the director, nominee or executive officer, or any member of his or her immediate family, had or will have
a direct or indirect material interest. These questionnaires are reviewed by the Nominating/Corporate Governance
Committee and our General Counsel to identify any potential conflicts of interest or other transactions that the
Board should review in light of the SEC rules regarding the disclosure of related person transactions, as well as
the Corporate Governance Guidelines, the Code of Business Conduct and Ethics, the Code of Ethics for Financial
Professionals, and various human resources policies. Based on our most recent review in the first quarter of fiscal
2008, we believe that no such disclosure is required under SEC rules.
As necessary, the Board also reviews proposed transactions in which we and any other related person (e.g., a holder
of more than five percent of our common shares) are participants. In fiscal 2007, the Board reviewed and approved
a structured share repurchase transaction and other share repurchase transactions with Goldman Sachs & Co.,
an affiliate of Goldman Sachs Asset Management, L.P., who was, at the time of our entry into such transactions,
believed by us to be the beneficial owner of more than five percent of our common shares. In connection with
these transactions, which were part of two publicly-announced common share repurchase programs totaling
$750 million, we paid $100 million to Goldman Sachs & Co. in exchange for our common shares under the
structured share repurchase transaction and three cents per share as a broker’s trading commission in connection
with $575 million of other share repurchase transactions.