Big Lots 2009 Annual Report Download - page 22

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Audit Committee
The primary function of the Audit Committee is to assist the Board in fulfilling its oversight responsibility
with respect to: (i) the integrity of the financial reports and other financial information provided by us to our
shareholders and others; (ii) our compliance with legal and regulatory requirements; (iii) the engagement of our
independent registered public accounting firm and the evaluation of the firm’s qualifications, independence and
performance; (iv) the performance of our system of internal controls; (v) our audit, accounting and financial
reporting processes generally; and (vi) the evaluation of enterprise risk issues. The Audit Committee was
established in accordance with the Securities Exchange Act of 1934, as amended (“Exchange Act”), and each
of its members is independent as required by the Audit Committee’s charter and by the applicable NYSE and
SEC rules. The Board has determined that Mr. Mallott, Mr. Berger and Mr. Solt each satisfy the standards for an
“audit committee financial expert,” as defined by applicable SEC rules. Each member of the Audit Committee is
“financially literate,” as required by NYSE rules.
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 2009.
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 12 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. The
Compensation Committee met nine times during fiscal 2009.
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, 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 reviewing the compensation of the members
of the Board and recommending any changes 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 2009. 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 Strategic Planning Committee assists the Board and management in strategic planning, including providing
guidance to the Board and management in the development of long-term business objectives and strategic plans;
reviewing the long-term business objectives and strategic plans developed by management; advising the Board
regarding significant mergers, acquisitions and other similar significant transactions; and monitoring issues
associated with CEO succession and management development. All members of the Strategic Planning Committee
are independent and no member receives additional compensation for his or her service to the Committee.