Big Lots 2011 Annual Report Download - page 25

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with unrelated third parties; (5) the materiality of the transaction to each party; (6) the nature of the related person’s
interest in the transaction; (7) the potential impact of the transaction on the status of an independent outside
director; and (8) the alternatives to the transaction.
Additionally, on an annual basis, each director, nominee for director and executive officer must complete a
questionnaire that requires written disclosure of any related person transaction. These questionnaires are reviewed
by the Nominating / Corporate Governance Committee and our General Counsel to identify any potential conflicts
of interest or potential related person transactions.
Based on our most recent review conducted in the first quarter of fiscal 2012, we have not engaged in any related
person transactions since the beginning of fiscal 2011.
Board’s Role in Risk Oversight
The Board and its committees play an important role in overseeing the identification, assessment and mitigation
of risks that are material to us. In fulfilling this responsibility, the Board and its committees regularly consult with
management to evaluate and, when appropriate, modify our risk management strategies. While each committee is
responsible for evaluating certain risks and overseeing the management of such risks, the entire Board is regularly
informed about such risks through committee reports.
The Audit Committee assists the Board in fulfilling its oversight responsibility relating to the performance of
our system of internal controls, legal and regulatory compliance, our audit, accounting and financial reporting
processes, and the evaluation of enterprise risk issues, particularly those risk issues not overseen by other
committees. The Compensation Committee is responsible for overseeing the management of risks relating to
our compensation programs. The Nominating / Corporate Governance Committee manages risks associated
with corporate governance, related person transactions, and business conduct and ethics. The Strategic Planning
Committee assists the Board and management in managing risks related to strategic planning and succession
planning. The Public Policy and Environmental Affairs Committee, a management committee that reports to the
Nominating / Corporate Governance Committee, oversees management of risks associated with public policy,
environmental and social matters that may affect our operations, performance or public image.
Code of Business Conduct and Ethics & Code of Ethics for Financial Professionals
We have a Code of Business Conduct and Ethics, which is applicable to all of our directors, officers and employees.
We also have a Code of Ethics for Financial Professionals which is applicable to our principal executive officer,
principal financial officer, principal accounting officer, controller and other persons performing similar functions.
Both the Code of Business Conduct and Ethics and the Code of Ethics for Financial Professionals are available
in the Investor Relations section of our website (www.biglots.com) under the “Corporate Governance” caption.
We intend to post amendments to or waivers from any applicable provision (related to elements listed under
Item 406(b) of Regulation S-K) of the Code of Business Conduct and Ethics and the Code of Ethics for Financial
Professionals (in each case, to the extent applicable to our principal executive officer, principal financial officer,
principal accounting officer, controller or persons performing similar functions), if any, at this location on
our website.
Compensation Committee Interlocks and Insider Participation
During fiscal 2011, Mr. Solt, Mr. Tener and Mr. Tishkoff served on our Compensation Committee. No member
of our Compensation Committee serves or has served at any time as one of our officers or employees or has or,
during fiscal 2011, had a material interest in any related person transaction, as defined in Item 404 of Regulation
S-K. None of our executive officers serve or, during fiscal 2011, served as a member of the board of directors or
compensation committee of any other company that has or had an executive officer serving as a member of the
Board or our Compensation Committee.