Dollar General 2011 Annual Report Download - page 21

Proxy
CNG Committee. The Board has determined that all members of the Audit Committee and two
members of the CNG Committee are independent as defined in the NYSE listing standards and in our
Corporate Governance Guidelines. In addition, the Board has established (1) a subcommittee of our
CNG 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;
and (2) a subcommittee of our CNG Committee consisting of Messrs. Bryant and Calbert for purposes
of overseeing the search for additional directors.
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.
Current information regarding the Audit Committee and the CNG Committee is set forth
below. From the beginning of 2011 until January 26, 2012, the separate Compensation Committee was
comprised of Messrs. Agrawal, Bryant, Calbert, Jones and Rhodes and the separate Nominating and
Corporate Governance Committee was comprised of Messrs. Agrawal, Calbert and Jones.
Name of
Committee & Members Committee Functions
AUDIT: • Selects the independent registered public accounting firm
Mr. Rickard, Chairman • Pre-approves all audit engagement fees and terms, as well as audit
Mr. Bryant and permitted non-audit services to be provided by the
Mr. Rhodes independent registered public accounting firm
• Reviews an annual report describing the independent registered public
accounting firm’s internal quality control procedures and any material
issues raised by its most recent review of internal quality controls
• Annually evaluates the independent registered public accounting firm’s
qualifications, performance and independence
• Discusses the audit scope and any audit problems or difficulties
• Sets policies regarding the hiring of current and former employees of the
independent registered public accounting firm
• Discusses the annual audited and quarterly unaudited financial statements
with management and the independent registered public accounting firm
• Discusses types of information to be disclosed in earnings press releases
and provided to analysts and rating agencies
• Discusses policies governing the process by which risk assessment and risk
management is to be undertaken
• Reviews disclosures made by the CEO and CFO regarding any significant
deficiencies or material weaknesses in our internal control over financial
reporting
• Reviews internal audit activities, projects and budget
• Establishes procedures for receipt, retention and treatment of complaints
we receive regarding accounting or internal controls
• Discusses with our general counsel legal matters having an impact on
financial statements
• Periodically reviews and reassesses the committee’s charter
• Provides information to our Board that may be relevant to the annual
evaluation of the Board and its committees
• Prepares the report required by the SEC to be included in our proxy
statement
• Evaluates and makes recommendations to our Board concerning
shareholder proposals relating to matters of which the committee has
expertise
13