Big Lots 2010 Annual Report Download - page 24

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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 2010. 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 monitoring
issues associated with CEO succession and management development; providing guidance to the Board and
management in the development of long-term business objectives and strategic plans; and reviewing the long-term
business objectives and strategic plans developed by management. All members of the Strategic Planning
Committee are independent.
The functions of the Strategic Planning 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
Strategic Planning Committee meets as it deems necessary.
Selection of Nominees by the Board
The Nominating / Corporate Governance Committee has oversight over a broad range of issues surrounding the
composition and operation of the Board. The Nominating / Corporate Governance Committee is responsible for
recommending to the Board the appropriate skills and qualifications required of Board members, based on our
needs from time to time. The Nominating / Corporate Governance Committee also evaluates prospective director
nominees against the standards and qualifications set forth in the Corporate Governance Guidelines. Although
the Nominating / Corporate Governance Committee has not approved any specific minimum qualifications
that must be met by a nominee for director recommended by the Committee and has not adopted a policy with
regard to the consideration of diversity in identifying director nominees, the Committee considers factors such
as the prospective nominee’s relevant experience, character, intelligence, independence, commitment, judgment,
prominence, age, and compatibility with our CEO and other members of the Board. The Nominating / Corporate
Governance Committee also considers such other relevant factors as it deems appropriate, including the current
composition of the Board, diversity, the balance of management and independent directors, and the need for
committee expertise. The Nominating / Corporate Governance Committee confers with the Board as to the criteria
it intends to apply before the search for a new director nominee is commenced.
In identifying potential candidates for Board membership, the Nominating / Corporate Governance Committee
considers recommendations from the Board, shareholders and management. A shareholder who wishes to recommend
a prospective director nominee to the Board must send written notice to: Chair of the Nominating / Corporate
Governance Committee, Big Lots, Inc., 300 Phillipi Road, Columbus, Ohio 43228. The written notice must include
the prospective nominee’s name, age, business address, principal occupation, ownership of our common shares,
information that would be required under the rules of the SEC in a proxy statement soliciting proxies for the election
of such prospective nominee as a director, and any other information that is deemed relevant by the recommending
shareholder. Shareholder recommendations that comply with these procedures and that meet the factors outlined
above will receive the same consideration that the recommendations of the Board and management receive.
After completing the evaluation of a prospective nominee, the Nominating / Corporate Governance Committee
may make a recommendation to the Board that the targeted individual be nominated by the Board, and the Board
then decides whether to approve a nominee after considering the recommendation and report of the Nominating /
Corporate Governance Committee. Any invitation to join the Board is extended to a prospective nominee through
the chair of the Nominating / Corporate Governance Committee and our CEO, after approval by the Board.