Dillard's 2010 Annual Report Download - page 42

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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
A. Directors of the Registrant
Information regarding directors of the Registrant is incorporated herein by reference under the
headings ‘‘Election of Directors’’, ‘‘Audit Committee Report’’, ‘‘Information Regarding the Board
and Its Committees’’ and ‘‘Section 16(a) Beneficial Ownership Reporting Compliance’’ in the
Proxy Statement.
B. Executive Officers of the Registrant
Information regarding executive officers of the Registrant is incorporated herein by reference to
Part I of this report under the heading ‘‘Executive Officers of the Registrant.’’ Reference
additionally is made to the information under the heading ‘‘Section 16(a) Beneficial Ownership
Reporting Compliance’’ in the Proxy Statement, which information is incorporated herein by
reference.
The Company’s Board of Directors (‘‘Board’’) has adopted a Code of Conduct that applies to all
Company employees, including the Company’s executive officers, and, when appropriate, the members
of the Board. As stated in the Code of Conduct, there are certain limited situations in which the
Company may waive application of the Code of Conduct to employees or members of the Board. For
example, since non-employee members of the Board rarely, if ever, deal financially with vendors and
other suppliers of the Company on the Company’s behalf, it may not be appropriate to seek to apply
the Code of Conduct to their dealings with these vendors and suppliers on behalf of other
organizations which have no relationship to the Company. To the extent that any such waiver applies to
an executive officer or a member of the Board, the waiver requires the express approval of the Board,
and the Company will promptly disclose to its shareholders that a waiver has been granted. The current
version of the Code of Conduct is available free of charge on the Company’s website,
www.dillards.com, and is available in print to any shareholder who requests copies by contacting
Julie J. Bull, Director of Investor Relations, at the Company’s principal executive offices set forth
above.
ITEM 11. EXECUTIVE COMPENSATION.
The information called for by this item is incorporated herein by reference to the information
under the headings ‘‘2010 Director Compensation’’, ‘‘Compensation Discussion and Analysis’’,
‘‘Compensation Committee Report’’ and ‘‘Executive Compensation’’ in the Proxy Statement.
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