Big Lots 2015 Annual Report Download - page 73

AUDIT COMMITTEE DISCLOSURE
General Information
The Audit Committee consists of four non-employee directors of the Board. The members of the Audit
Committee have been reviewed by the Board and determined to be independent within the meaning of
all applicable SEC regulations and NYSE listing standards.
The charter of the Audit Committee states that the purpose of the Audit Committee is to assist the
Board in its oversight of:
• the integrity of our financial statements and financial reporting process, and our systems of
internal accounting and financial controls;
• our compliance with legal and regulatory requirements, including our disclosure controls and
procedures;
• the annual independent audit of our financial statements, the engagement of our independent
registered public accounting firm, and the evaluation of the firm’s qualifications, independence
and performance;
• 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 that addresses 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 2015.
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, the Company’s Vice
President, Internal Audit and our Chief Financial Officer, in each case without the presence of
management. The Audit Committee also meets in executive session without the presence of anyone
else, whenever appropriate.
During fiscal 2015, internal audit 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 internal audit
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 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 2016. The Audit Committee has also reviewed key
initiatives and programs aimed at strengthening the effectiveness of our internal and disclosure control
structure.
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