Dollar General 2010 Annual Report Download - page 24
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Please find page 24 of the 2010 Dollar General annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.-
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Proxy
The Audit Committee discusses our policies with respect to risk assessment and risk management,
primarily through review and oversight of our enterprise risk management program. Our Internal Audit
department coordinates that program, which entails review and documentation of our comprehensive risk
management practices, including an assessment of internal and external risks. The program evaluates each
risk, identifies mitigation strategies, and assesses the remaining residual risk. The program is updated
through interviews with senior management, review of strategic initiatives, evaluation of the fiscal budget,
review of upcoming legislative or regulatory changes, and review of other outside information concerning
business, financial, legal, reputational, and other risks. Semi-annually the results are presented to the Audit
Committee and the categories with high residual risk, along with their mitigation strategies, are discussed
individually.
Our Compensation Committee is responsible for overseeing the management of risks relating to
our executive compensation plans and arrangements. In addition, as discussed under ‘‘Executive
Compensation—Compensation Risk Considerations’’ below, the Compensation Committee also participates
in periodic assessments of the risks relating to our overall compensation programs.
While the Audit Committee and the Compensation Committee oversee the management of the
risk areas identified above, the entire Board is regularly informed through committee reports about such
risks. This enables the Board and its committees to coordinate the risk oversight role, particularly with
respect to risk interrelationships. Our Board believes the division of risk management responsibilities
described above is an effective approach for addressing the risks facing Dollar General. Accordingly, the
risk oversight role of our Board and its committees has not had any effect on our Board’s leadership
structure.
How often did the Board and its committees meet in 2010?
During 2010, our Board, Audit Committee and Compensation Committee each met 5 times and
our Nominating and Corporate Governance Committee met once. Each director attended at least 75% of
the total of all meetings of the Board and all committees on which he served.
What is Dollar General’s policy regarding Board member attendance at the annual meeting?
Our Board of Directors has adopted a policy that all directors should attend annual shareholders’
meetings unless attendance is not feasible due to unavoidable circumstances. All 7 of our Board members
attended the 2010 annual shareholders’ meeting.
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