Big Lots 2014 Annual Report Download - page 20

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- 8 -
(5) our audit, accounting and financial reporting processes generally; and
(6) the evaluation of enterprise risk issues.
All members of the Audit Committee are independent as required by the Audit Committee’s charter and by
the applicable NYSE and SEC rules. The Board has determined that each member of the Audit Committee
is “financially literate,” as required by NYSE rules, and each of Messrs. Mallott, Hayes and Solt is an “audit
committee financial expert,” as defined by applicable SEC rules.
The functions of the Audit Committee are further described in its charter, which is available in the Investor
Relations section of our website (www.biglots.com) under the “Corporate Governance” caption. The Audit
Committee met nine times during fiscal 2014.
Compensation Committee
The Compensation Committee discharges the responsibilities of the Board relating to the administration of our
compensation programs, including the compensation program for our management leadership team (“Leadership
Team”). Our Leadership Team is comprised of the current executives named in the Summary Compensation
Table (“named executive officers”) and other executives holding the office of executive vice president or senior
vice president.
The responsibilities of the Compensation Committee include:
(1) establishing our general compensation philosophy;
(2) overseeing the development of our compensation programs;
(3) approving goals and objectives for the incentive compensation awarded to the Leadership Team;
(4) reviewing and recommending to the Board the other compensation for our CEO and the
Leadership Team;
(5) administering our compensation programs; and
(6) reporting on the entirety of the executive compensation program to the Board.
All members of the Compensation Committee are independent as required by the Committee’s charter and
NYSE rules.
The functions of the Compensation Committee are further described in its charter, which is available in the
Investor Relations section of our website (www.biglots.com) under the “Corporate Governance” caption. The
Compensation Committee met five times during fiscal 2014.
Nominating / Corporate Governance Committee
The responsibilities of the Nominating / Corporate Governance Committee include:
(1) recommending individuals to the Board for nomination as members of the Board and its committees;
(2) taking a leadership role in shaping our corporate governance policies and practices, including
recommending to the Board changes to our Corporate Governance Guidelines and monitoring
compliance with such guidelines;
(3) monitoring issues associated with CEO succession and management development; and
(4) reviewing the compensation of the members of the Board and recommending any changes to such
compensation to the Board for its approval.
All members of the Nominating / Corporate Governance Committee are independent as required by the
Committee’s charter and NYSE rules.
The functions of the Nominating / Corporate Governance Committee are further described in its charter, which
is available in the Investor Relations section of our website (www.biglots.com) under the “Corporate Governance”
caption. The Nominating / Corporate Governance Committee met seven times during fiscal 2014.