Big Lots 2013 Annual Report Download - page 22

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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 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 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. The responses to 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 2014, we have not engaged in any related
person transactions since the beginning of fiscal 2013.
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, succession planning, and business conduct and
ethics. 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 affairs and social matters that may affect our operations, performance or public image.
Corporate Governance Guidelines
Our 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.