Big Lots 2009 Annual Report Download - page 24

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Determination of Director Independence
Pursuant to the Corporate Governance Guidelines, the Board undertook its most recent annual review of director
independence in March 2010. During this annual review, the Board considered all transactions, relationships and
arrangements 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 in the 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.
In determining that each of the directors other than Mr. Fishman is independent, the Board considered charitable
contributions to not-for-profit organizations of which our directors or immediate family members are executive
officers or directors, none of which approached the disqualifying thresholds set forth in the NYSE rules. Accordingly,
the Board determined that each of the transactions and relationships it considered was immaterial and did not
impair the independence of any of the directors.
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
enlisted the assistance of our General Counsel and human resources management to fulfill this duty. Our
written Corporate Governance Guidelines, Code of Business Conduct and Ethics, Code of Ethics for Financial
Professionals, and human resources policies address governance matters and 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.
Pursuant to our written related person transaction policy, the Nominating / Corporate Governance Committee also
evaluates “related person transactions.” Consistent with SEC rules, we consider a related person transaction to be
any transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships):
(i) involving more than $120,000 in which we and any of our directors, nominees for director, executive officers,
holders of more than five percent of our common shares, or their immediate family members were or are to be
a participant; and (ii) in which such related person had or will have a direct or indirect material interest. Under
our policy, our directors, executive officers and other members of management are responsible for bringing all
transactions, whether proposed or existing, of which they have knowledge and that they believe may constitute
related person transactions to the attention of our General Counsel. If our General Counsel determines that the
transaction constitutes a related person transaction, our General Counsel will notify the chair of the Nominating /
Corporate Governance Committee. Thereafter, the Nominating / Corporate Governance Committee will review,
considering all factors and information it deems relevant, and either approve or disapprove the related person
transaction in light of what it believes to be the best interests of Big Lots and our shareholders. If advance approval
is not practicable or if a related person transaction that has not been approved is discovered, the Nominating /
Corporate Governance Committee shall promptly consider whether to ratify the 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 include: (i) the reasons for entering into the transaction; (ii)
the terms of the transaction; (iii) the benefits of the transaction to us; (iv) the comparability of the transaction to
similar transactions with unrelated third parties; (v) the materiality of the transaction to each party; (vi) the nature
of the related person’s interest in the transaction; (vii) the potential impact of the transaction on the status of an
independent outside director; and (viii) the alternatives to the transaction.