Big Lots 2011 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 2012. During this annual review, the Board considered all transactions, relationships and
arrangements between each director and director nominee, 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 or director nominee 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 and director nominees are independent of Big Lots, its subsidiaries and its management under
the standards set forth in the NYSE rules, and no director or 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 by Big Lots.
In determining that each of the directors and director nominees other than Mr. Fishman is independent, the Board
considered charitable contributions to not-for-profit organizations of which these directors, director nominees
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 or
director nominees.
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’s office and human resources management to fulfill this
responsibility. 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):
(1) 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 respective immediate family members were
or are to be a participant; and (2) in which such related person had, has 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 the related person transaction, considering all factors and information it deems relevant, and either
approve or disapprove the transaction in light of what the Committee 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 will 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 in its evaluation
of a related person transaction include: (1) the reasons for entering into the transaction; (2) the terms of the
transaction; (3) the benefits of the transaction to us; (4) the comparability of the transaction to similar transactions