Dollar General 2007 Annual Report Download - page 119

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serve as managers of Buck Holdings, LLC also serve on our Board. In addition, Mr. Dreiling’ s
employment agreement provides that he will continue to serve as a member of our Board as long
as he remains our Chief Executive Officer.
Because of these requirements, together with Buck Holdings’ controlling ownership of
our outstanding common stock, we do not currently have a policy or procedures with respect to
shareholder recommendations for nominees to our Board.
(c) Audit Committee Financial Expert. Our Audit Committee is composed of
Messrs. Calbert and Agrawal. In light of our status as a closely held company and the absence of
a public trading market for our common stock, our Board has not designated any member of the
Audit Committee as an “audit committee financial expert.” Though not formally considered by
our Board given that our securities are not registered or traded on any national securities
exchange, based upon the listing standards of the New York Stock Exchange (the “NYSE”) upon
which our common stock was listed prior to the Merger, we do not believe that Messrs. Calbert
or Agrawal would be considered independent because of their relationships with KKR which
indirectly owns, through its interests in Parent, over 50% of our outstanding common stock, and
certain other relationships with us as more fully described under Item 13 below.
(d) Code of Business Conduct and Ethics. We have adopted a Code of Business
Conduct and Ethics that applies to our principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar functions. We will either
post this Code on our Internet website at www.dollargeneral.com or, if not so posted, provide a
copy of the Code to any person without charge upon written request to Dollar General
Corporation, c/o Investor Relations Department, 100 Mission Ridge, Goodlettsville, TN 37072.
We intend to provide any required disclosure of any amendment to or waiver from the Code that
applies to our principal executive officer, principal financial officer, principal accounting officer
or controller, or persons performing similar functions, on www.dollargeneral.com promptly
following the amendment or waiver. We may elect to disclose any such amendment or waiver in
a report on Form 8-K filed with the SEC either in addition to or in lieu of the website disclosure.
The information contained on or connected to our Internet website is not incorporated by
reference into this report and should not be considered part of this or any other report that we file
with or furnish to the SEC.
ITEM 11. EXECUTIVE COMPENSATION
(a) Executive Compensation. We refer to the persons included in the Summary
Compensation Table below as our “named executive officers” (or “NEOs”). In addition,
references to “2007” mean our fiscal year ended February 1, 2008, references to the “Merger”
mean our merger that occurred on July 6, 2007 discussed more fully elsewhere in this document,
references to the “Merger Agreement” mean the agreement governing the Merger and references
to “Project Alpha” refer to certain strategic initiatives discussed in the “Executive Overview”
section of “Management’ s Discussion and Analysis of Financial Condition and Results of
Operations” in this document.