Dollar General 2011 Annual Report Download - page 23

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business, financial, legal, reputational, and other risks. Semi-annually the results are presented to the Audit
Committee. Quarterly, the categories with high residual risk, along with their mitigation strategies, are
discussed individually.
Our CNG 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 CNG Committee also participates in
periodic assessments of the risks relating to our overall compensation programs.
While the Audit Committee and the CNG 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 2011?
During 2011, our Board, Audit Committee, Compensation Committee, and Nominating and
Corporate Governance Committee met 7, 5, 8, and 1 times, respectively. Each director attended at least
75% of the total of all meetings of the Board and all committees (including ad hoc 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 2011 annual shareholders’ meeting either in person or telephonically.
How can I communicate with the Board of Directors?
Our Board of Directors has approved a process for security holders and other interested parties to
contact the Board, a particular director, or the non-management directors or the independent directors as a
group. Such process is described on the ‘‘Investor Information—Corporate Governance’’ portion of our web
site located at www.dollargeneral.com.
Where can I find more information about Dollar General’s corporate governance practices?
Dollar General governance-related information is posted on the ‘‘Investor Information—Corporate
Governance’’ portion of our web site located at www.dollargeneral.com, including our Corporate
Governance Guidelines, Code of Business Conduct and Ethics, the charter of each of the Audit Committee
and the CNG Committee, and the names of the persons chosen to lead the executive sessions of the
non-management directors and of the independent directors. This information is available in print to any
shareholder who sends a request in writing to: Investor Relations, Dollar General Corporation, 100 Mission
Ridge, Goodlettsville, TN 37072.
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