Big Lots 2014 Annual Report Download - page 23

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- 11 -
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.
We have not engaged in any related person transactions since the beginning of fiscal 2014.
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.
Code of Business Conduct and Ethics & Code of Ethics for Financial Professionals
We have a Code of Business Conduct and Ethics, which applies to all of our directors, officers and employees. We
also have a Code of Ethics for Financial Professionals which applies 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, in the Investor Relations section of
our website (www.biglots.com) under the “Corporate Governance” caption.
Compensation Committee Interlocks and Insider Participation
During fiscal 2014, Messrs. Berger, Hayes, Solt, Tener and 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 2014 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 2014, 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.