Dollar General 2008 Annual Report Download - page 131

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take all necessary action to ensure that the persons who serve as its managers 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 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. As a closely held company and in 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,
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, a substantial
percentage 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 all of our employees, officers and Board members. This Code
is posted on our Internet website at www.dollargeneral.com. If we choose to no longer post such
Code, we will provide a free copy to any person 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 an 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”. References to “2008,” “2007,”
and “2006” mean, respectively, our fiscal years ended January 30, 2009, February 1, 2008 and
February 2, 2007. References to the “Merger” mean our merger, discussed more fully elsewhere
in this document, that occurred on July 6, 2007 as a result of which we became a subsidiary of
Buck Holdings, L.P. (“Buck” or “Parent”), a Delaware limited partnership controlled by
investment funds affiliated with Kohlberg Kravis Roberts & Co., L.P. (“KKR” or “Sponsor”).