Big Lots 2013 Annual Report Download - page 86

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• 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 2013.
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 2013, 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
Committee received periodic updates provided by management and the independent registered public accounting
firm at each regularly scheduled Audit Committee meeting. The Audit Committee also reviewed the report of
management contained in our Form 10-K, as well as the independent registered public accounting firm’s Report
of Independent Registered Public Accounting Firm included in our Form 10-K related to its audit of (1) our
consolidated financial statements and (2) the effectiveness of our internal control over financial reporting. The
Audit Committee continues to oversee efforts related to our system of internal control over financial reporting and
management’s preparations for the evaluation thereof in fiscal 2014. The Audit Committee has also reviewed key
initiatives and programs aimed at strengthening the effectiveness of our internal and disclosure control structure.
Independent Registered Public Accounting Firm
The Audit Committee engaged Deloitte & Touche LLP as our independent registered public accounting firm to
audit our financial statements for fiscal 2013. Deloitte & Touche LLP has served as our independent registered
public accounting firm since October 1989. The Audit Committee annually selects our independent registered
public accounting firm.
Audit and Non-Audit Services Pre-Approval Policy
Pursuant to the Audit Committee’s Audit and Non-Audit Services Pre-Approval Policy, all audit and non-audit
services rendered by Deloitte & Touche LLP in fiscal 2013, including the related fees, were pre-approved by the
Audit Committee. Under the policy, the Audit Committee is required to pre-approve all audit and permissible
non-audit services performed by the independent registered public accounting firm to assure that the provision
of those services does not impair the firm’s independence. Pre-approval is detailed as to the particular service
or category of service and is subject to a specific engagement authorization. The Audit Committee requires the
independent registered public accounting firm and management to report on the actual fees incurred for each
category of service at Audit Committee meetings throughout the year.
During the year, it may become necessary to engage the independent registered public accounting firm for
additional services that have not been pre-approved. In those instances, the Audit Committee requires specific
pre-approval before engaging the independent registered public accounting firm. The Audit Committee may
delegate pre-approval authority to one or more of its members for those instances when pre-approval is needed
prior to a scheduled Audit Committee meeting. The member or members to whom pre-approval authority is
delegated must report any pre-approval decisions to the Audit Committee at its next scheduled meeting.