Dollar General 2010 Annual Report Download - page 21

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Proxy
CORPORATE GOVERNANCE
Does Dollar General combine the positions of Chairman and CEO?
Yes. Our CEO, Mr. Dreiling, serves as the Chairman of our Board of Directors. Mr. Dreiling’s
employment agreement with us provides that Dollar General shall recommend to the Board that he
serve as the Chairman of the Board for as long as he is employed under such agreement.
The Board believes combining these roles provides an efficient and effective leadership model
for Dollar General because, given Mr. Dreiling’s day-to-day involvement with and intimate
understanding of our specific business, industry and management team, Mr. Dreiling is particularly
suited to effectively identify strategic priorities, lead the discussion and execution of strategy, and
facilitate information flow between management and the Board. The Board further believes that
combining these roles fosters clear accountability, effective decision-making, and alignment on the
development and execution of corporate strategy. To promote effective independent oversight, the
Board has adopted a number of governance practices, including:
• Ensuring the opportunity for executive sessions of the independent directors after every
regularly scheduled Board meeting. While the Board has not appointed a lead independent
director, Mr. Bryant has been chosen to preside over such executive sessions.
• Ensuring the opportunity for executive sessions of the non-management directors after every
regularly scheduled Board meeting. The Board has chosen Mr. Calbert to preside over such
executive sessions.
• Conducting annual performance evaluations of Mr. Dreiling by the Compensation
Committee, the results of which are reviewed with the Board.
The Board recognizes that no single leadership model is right for all companies and at all
times, and the Board will review its leadership structure as appropriate to ensure it continues to be in
the best interests of Dollar General and our shareholders.
Does the Board have standing Audit, Compensation and Nominating Committees?
Yes. Our Board of Directors has a standing Audit Committee, Compensation Committee, and
Nominating and Corporate Governance Committee. The Board has determined that all members of the
Audit Committee and two members of the Compensation Committee are independent as defined in the
NYSE listing standards and in our Corporate Governance Guidelines. In addition, the Board has
established a sub-committee of our Compensation Committee consisting of Messrs. Bryant and Rhodes
for purposes of approving any compensation that may otherwise be subject to Section 162(m) of the
Internal Revenue Code of 1986, as amended. None of the members of the Nominating and Corporate
Governance Committee are independent as defined in the NYSE listing standards and in our
Corporate Governance Guidelines.
The Board has adopted a written charter for each of these committees. All such charters are
available on the ‘‘Investor Information—Corporate Governance’’ portion of our web site located at
www.dollargeneral.com.
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