Dollar General 2011 Annual Report Download - page 22

Proxy
Name of
Committee & Members Committee Functions
COMPENSATION, • Reviews and approves corporate goals and objectives relevant to the
NOMINATING & compensation of our chief executive officer
GOVERNANCE: • Determines the compensation of our officers and recommends the
Mr. Calbert, Chairman compensation of our directors
Mr. Agrawal • Recommends, when appropriate, changes to our compensation
Mr. Bryant philosophy and principles
Mr. Jones • Oversees overall compensation and benefits programs
Mr. Rhodes • Recommends any changes in our incentive compensation and equity-based
plans that are subject to Board approval
• Reviews and discusses with management, prior to the filing of the proxy
statement, the disclosure regarding executive compensation, including the
Compensation Discussion and Analysis and compensation tables (in
addition to preparing a report on executive compensation for the proxy
statement)
• Develops and recommends criteria for selecting new directors
• Screens and recommends to our Board individuals qualified to become
members of our Board
• Recommends the structure and membership of Board committees
• Recommends persons to fill Board and committee vacancies
• Develops and recommends Corporate Governance Guidelines
• Provides information to our Board that may be relevant to the annual
evaluation of the Board and its committees
• Evaluates and makes recommendations to our Board concerning
shareholder proposals relating to matters of which the committee has
expertise
• Periodically reviews and reassesses the committee’s charter
Does Dollar General have an audit committee financial expert serving on its Audit Committee?
Yes. Our Board has designated Messrs. Rhodes and Rickard as audit committee financial experts
and has determined that each is independent as defined in NYSE listing standards and in our Corporate
Governance Guidelines. Audit committee financial experts have the same responsibilities as the other Audit
Committee members. They are not our auditors or accountants, do not perform ‘‘field work’’ and are not
employees. The SEC has determined that designation as an audit committee financial expert will not cause
a person to be deemed to be an ‘‘expert’’ for any purpose.
What is the Board’s role in risk oversight?
Our Board of Directors and its committees have an important role in our risk oversight process.
Our Board regularly reviews with management our financial and business strategies, which reviews include a
discussion of relevant material risks as appropriate. Our General Counsel also periodically reviews with the
Board our insurance coverage and programs as well as litigation risks.
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
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