Big Lots 2010 Annual Report Download - page 64

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The Board is aware of views that support an annual advisory say on pay vote and that some shareholders believe
an annual say on pay vote will enhance or reinforce the accountability of our executive officers. We believe,
however, that our engagement with shareholders on a variety of topics demonstrates that our shareholders are
able to communicate with us regarding their views on our executive compensation program outside of the say
on pay context. As previously discussed, our executive compensation program is designed to enhance long-term
performance, and we are concerned that an annual advisory vote on executive compensation could lead to a near-
term perspective inappropriately bearing on our executive compensation program.
We understand that our shareholders may have different views regarding the appropriate frequency for the say on
pay vote, and we will review the voting results. However, this is an advisory vote, which means that the vote is not
binding on the Board, the Compensation Committee or us. Accordingly, the Board may decide that it is in the best
interests of our shareholders and us to hold the say on pay vote more or less frequently than the frequency receiving
the most votes cast by our shareholders.
THE BOARD RECOMMENDS THAT YOU VOTE TO HOLD THE SAY ON PAY VOTE EVERY
THREE YEARS.
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 our 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 2010.
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 2010, 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
and provided oversight and advice to management during the process. In connection with its oversight, the Audit