Dollar General 2010 Annual Report Download - page 28

Proxy
TRANSACTIONS WITH MANAGEMENT AND OTHERS
Does the Board have a policy for the review, approval or ratification of related-party transactions?
Our Board of Directors has adopted a written policy for the review, approval or ratification of
‘‘related party’’ transactions. For purposes of this policy, a ‘‘related party’’ includes our directors,
executive officers, and greater than 5% shareholders, as well as their immediate family members, and a
‘‘transaction’’ includes one in which (1) the total amount may exceed $100,000, (2) Dollar General is a
participant, and (3) a related party will have a direct or indirect material interest (other than as a
director or a less than 10% owner of another entity, or both).
Pursuant to this policy and subject to certain exceptions identified below, all known related
party transactions require prior Board approval. In addition, at least annually after receiving a list of
immediate family members and affiliates from our directors, executive officers and over 5%
shareholders, the Corporate Secretary inquires of relevant internal departments to determine whether
any transactions were unknowingly entered into with a related party and presents a list of such
transactions, subject to certain exceptions identified below, to the Board for review.
This policy authorizes Mr. Dreiling to approve a related party transaction in which he is not
involved if the total amount is expected to be less than $1 million and if the Board is informed of
transactions approved in this manner. In addition, the following transactions are deemed automatically
pre-approved and require no further Board review or approval:
• Transactions involving a related party that is an entity or involving another company with a
relationship to a related party if the total amount does not exceed the greater of $1 million
or 2% of that company’s total annual consolidated revenues (total consolidated assets in the
case of a lender) and no related party who is an individual participates in the actual
provision of services or goods to, or negotiations with, us on the other company’s behalf or
receives special compensation as a result.
• Charitable contributions if the total amount does not exceed 2% of the entity’s total annual
receipts and no related party who is an individual participates in the grant decision or
receives any special compensation or benefit as a result.
• Transactions where the interest arises solely from share ownership in Dollar General and all
of our shareholders receive the same benefit on a pro rata basis.
• Transactions where the rates or charges are determined by competitive bid.
• Transactions for services as a common or contract carrier or public utility at rates or charges
fixed in conformity with law or governmental authority.
• Transactions involving services as a bank depositary of funds, transfer agent, registrar, trustee
under a trust indenture, or similar services.
• Compensatory transactions available on a nondiscriminatory basis to all salaried employees
generally, or ordinary course business travel and expenses and reimbursements.
The policy prohibits the related party from participating in any discussion or approval of the
transaction and requires the related party to provide to the Board all material information concerning
the transaction.
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