Dollar General 2006 Annual Report Download - page 110

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The current Committee members are Messrs. Bottorff, Dickson and Gee. Mr. Beré
served as a Committee member until he was elected to serve as our President and Chief
Operating Officer on November 28, 2006, at which time he immediately resigned from all Board
committees. As part of a restructuring of all Board committee memberships, Mr. Bottorff
replaced Mr. Gee as a member and Chairman of the Committee on November 27, 2006. Mr. Gee
was reappointed to serve as a member of the Committee on January 5, 2007 in order to fill the
vacancy created by Mr. Beré’ s resignation and to help provide continuity with the Committee’ s
prior work.
What are the Committee’s responsibilities?
As more fully described elsewhere in this document, the Compensation Committee
Charter provides that the Committee shall have the following primary responsibilities:
• To review and approve the goals and objectives relating to the CEO’ s compensation;
• To annually evaluate the CEO’ s performance;
• To recommend CEO and director compensation;
• To oversee officer evaluations, recommend officer elections and approve executive
officer compensation;
• To oversee equity, incentive and other compensation and benefit plans;
• To review and evaluate overall compensation philosophy; and
• To prepare the annual Compensation Committee Report required to be included in the
Form 10-K or proxy statement.
Does the Committee have the ability to delegate any of its authority or responsibilities to
other persons?
Pursuant to the Compensation Committee Charter, the Committee may delegate any of its
responsibilities to one or more subcommittees as the Committee deems appropriate. During
fiscal 2006, the Committee did not delegate any of its responsibilities to a subcommittee.
The Compensation Committee Charter also delegates named fiduciary responsibility and
responsibility for day-to-day administration of certain of our benefits programs and plans to our
Benefits Administration Committee, or BAC, which is composed of certain of our management-
level employees. The BAC has the authority to make certain limited amendments, modifications
or supplements to our benefit plans, trusts and related documents. The Board has adopted a
Charter to govern the BAC, and the members of the BAC are appointed and removed by the
Committee. The BAC reports directly to the Committee at least annually.
The Compensation Committee Charter also authorizes the Committee to delegate
authority over the grant of equity awards to our CEO as authorized by the terms of our stock
incentive plans. Our 1998 Stock Incentive Plan provides that the Committee can delegate
authority to the CEO, or to a committee composed of executive officers, to grant, on behalf of
the Committee, non-qualified stock options exercisable at fair market value on the date of grant,
subject to any guidelines as the Committee may determine from time to time. The 1998 Stock
Incentive Plan provides, however, that:
108