Dollar General 2010 Annual Report Download - page 180

10-K
(d) Changes in Internal Control Over Financial Reporting. There have been no changes during the
quarter ended January 28, 2011 in our internal control over financial reporting (as defined in Exchange
Act Rule 13a-15(f)) that have materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
Not applicable.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
(a) Information Regarding Directors and Executive Officers. The information required by this
Item 10 regarding our directors and director nominees is contained under the captions ‘‘—Who are the
nominees this year,’’ ‘‘—What are the backgrounds of this year’s nominees,’’ ‘‘—Are there any familial
relationships between any of the nominees’’ and ‘‘—How are directors identified and nominated,’’ all
under ‘‘Proposal 1: Election of Directors,’’ as well as ‘‘Corporate Governance—Does the Board have
standing Audit, Compensation, and Nominating Committees,’’ all in our definitive Proxy Statement to
be filed for our 2011 Annual Meeting of Shareholders to be held on May 25, 2011 (the ‘‘2011 Proxy
Statement’’), which information under such captions is incorporated herein by reference. Information
required by this Item 10 regarding our executive officers is contained in Part I of this Form 10-K under
the caption ‘‘Executive Officers of the Registrant,’’ which information under such caption is
incorporated herein by reference.
(b) Compliance with Section 16(a) of the Exchange Act. Information required by this Item 10
regarding compliance with Section 16(a) of the Exchange Act is contained under the caption
‘‘Section 16(a) Beneficial Ownership Reporting Compliance’’ in the 2011 Proxy Statement, which
information under such caption is incorporated herein by reference.
(c) 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 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, on our Internet website located at 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 Form 10-K and should not be considered part of this or any other report that we file with or
furnish to the SEC.
(d) Procedures for Shareholders to Nominate Directors. Information required by this Item 10
regarding material changes to the procedures by which shareholders may recommend nominees to our
Board of Directors is contained under the captions ‘‘—How are directors identified and nominated,’’
‘‘—How are nominees evaluated; what are the minimum qualifications’’ and ‘‘—Can shareholders
nominate directors,’’ all under ‘‘Proposal 1: Election of Directors’’ in the 2011 Proxy Statement, which
information under such captions is incorporated herein by reference.
(e) Audit Committee Information. Information required by this Item 10 regarding our audit
committee and our audit committee financial expert is contained under the captions ‘‘Corporate
Governance—Does the Board have standing Audit, Compensation and Nominating Committees’’ and
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