Big Lots 2015 Annual Report Download - page 26

Download and view the complete annual report

Please find page 26 of the 2015 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 166

  • 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

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.
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. The son-in-law of Lisa Bachmann, our Executive Vice President, Chief
Merchandising and Operating Officer, is employed by Big Lots as a senior buyer and in fiscal 2015
received compensation greater than $120,000 but less than $150,000, which was reviewed and
approved by the Nominating / Corporate Governance Committee.
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.
14