Big Lots 2009 Annual Report Download - page 76

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voting standard and advance notice requirements would facilitate an orderly shareholder meeting and better
communications with our shareholders since our proxy statement and proxy card would differ if majority voting
were not applicable at a shareholders’ meeting due to the existence of a contested election.
The proposed amendments to the Regulations will not affect any rights of shareholders to request inclusion of
proposals in our proxy statement pursuant to Rule 14a-8 under the U.S. Securities Exchange Act of 1934, as
amended (the “Exchange Act”), by satisfying the notice and other requirements of Rule 14a-8 in lieu of satisfying
the requirements in the proposed amendments.
The actual text of the proposed amendments to the Regulations (marked with deletions indicated by strike outs
and additions indicated by underlining) is attached to this proxy statement as Appendix E. The foregoing is only
a summary of the material terms of the proposed amendments and is qualified by reference to the actual text as
set forth in Appendix E. The proposed amendments to the Regulations will become effective upon approval by
our shareholders.
THE BOARD RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL TO AMEND OUR
REGULATIONS TO ESTABLISH PROCEDURES FOR ADVANCE NOTICE OF SHAREHOLDER
DIRECTOR NOMINATIONS AT SHAREHOLDER MEETINGS.
AUDIT COMMITTEE DISCLOSURE
General Information
The Audit Committee consists of three outside directors of the Board. Our common shares are listed on the NYSE.
The members of the Audit Committee have been reviewed by the Board and determined to be independent within
the meaning of all applicable SEC regulations and the listing standards of the NYSE.
The charter of the Audit Committee states that the purpose of the Audit Committee is to assist the Board in its
oversight of:
•the integrity of our financial statements and financial reporting process, and our systems of internal
accounting and financial controls;
•our compliance with legal and regulatory requirements, including our disclosure controls and
procedures;
•the annual independent audit of our financial statements, the engagement of the independent registered
public accounting firm, and the evaluation of the firm’s qualifications, independence and performance;
•the performance of our internal audit function;
•the evaluation of enterprise risk issues; and
•the fulfillment of other responsibilities set forth in its charter.
The full text of the Audit Committee’s charter is available in the Investor Relations section of our website
(www.biglots.com) under the “Corporate Governance” caption. The Audit Committee regularly reviews its
responsibilities as outlined in its charter, prepares an annual agenda to include all of its responsibilities and
conducts a self-assessment and review of the charter annually. The Audit Committee believes it fulfilled its
responsibilities under the charter in fiscal 2009.
The Audit Committee schedules its meetings with a view towards ensuring that it devotes appropriate attention to
all of its responsibilities. The Audit Committee’s meetings include, whenever appropriate, executive sessions with
the independent registered public accounting firm and the internal audit service provider, in each case without
the presence of management, and discussions with our Chief Financial Officer and internal auditor in separate
sessions, in each case without the presence of additional members of management. The Audit Committee also
meets in executive session without the presence of anyone else, whenever appropriate.
During fiscal 2009, management completed the documentation, testing and evaluation of our system of internal
control over financial reporting in accordance with the requirements set forth in Section 404 of the Sarbanes-
Oxley Act of 2002 and related regulations. The Audit Committee was apprised of the progress of the evaluation