Big Lots 2014 Annual Report Download - page 22

Download and view the complete annual report

Please find page 22 of the 2014 Big Lots annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 170

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149
  • 150
  • 151
  • 152
  • 153
  • 154
  • 155
  • 156
  • 157
  • 158
  • 159
  • 160
  • 161
  • 162
  • 163
  • 164
  • 165
  • 166
  • 167
  • 168
  • 169
  • 170

- 10 -
Determination of Director Independence
The Board affirmatively determined that, with the exception of Mr. Campisi, all of the directors nominated
for election at the Annual Meeting are independent of Big Lots, its subsidiaries and its management under the
standards set forth in the NYSE rules, and no director nominee has a material relationship with Big Lots, its
subsidiaries or its management aside from his or her service as a director. Mr. Campisi is not an independent
director due to his employment by Big Lots.
In determining that each of the director nominees other than Mr. Campisi is independent, the Board considered
charitable contributions to not-for-profit organizations of which these director nominees or their immediate family
members are executive officers or directors and determined that each of the transactions and relationships it
considered was immaterial and did not impair the independence of any of the directors.
Related Person Transactions
Our Corporate Governance Guidelines, Code of Business Conduct and Ethics, Code of Ethics for Financial
Professionals, and human resources policies 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
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 which 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 or other parties
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.
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 director; and
(8) the alternatives to the transaction.