Dollar General 2012 Annual Report Download - page 19

Proxy
CORPORATE GOVERNANCE
Does Dollar General combine the positions of Chairman and CEO?
Yes. Mr. Dreiling serves as CEO and Chairman of our Board of Directors. Mr. Dreiling’s
employment agreement with us provides that Dollar General shall recommend to the Board that he
serve as the Chairman of the Board for as long as he is employed under such agreement.
The Board believes combining these roles provides an efficient and effective leadership model
for Dollar General because, given his day-to-day involvement with and intimate understanding of our
specific business, industry and management team, Mr. Dreiling is particularly suited to effectively
identify strategic priorities, lead the discussion and execution of strategy, and facilitate information flow
between management and the Board. The Board further believes that combining these roles fosters
clear accountability, effective decision-making, and alignment on the development and execution of
corporate strategy. To promote effective independent oversight, the Board has adopted a number of
governance practices, including:
• Ensuring the opportunity for executive sessions of the independent directors after each
regularly scheduled Board meeting. Mr. Bryant has been chosen to preside over these
sessions.
• Ensuring the opportunity for executive sessions of the non-management directors after
each regularly scheduled Board meeting. The Board has chosen Mr. Calbert to preside
over these sessions and has designated him to serve as the lead director.
• Conducting annual performance evaluations of Mr. Dreiling by our Board committee
responsible for compensation matters (the ‘‘Compensation Committee’’), which was our
combined Compensation, Nominating and Governance Committee prior to April 1, 2013,
and since April 1, 2013 is a separate Compensation Committee, the results of which are
reviewed with the Board.
• Conducting annual Board and committee performance evaluations.
The Board recognizes that no single leadership model is right for all companies and at all
times, and the Board will review its leadership structure as appropriate to ensure it continues to be in
the best interests of Dollar General and our shareholders.
Does Dollar General have a management succession plan?
Yes. Our Corporate Governance Guidelines require our Board of Directors to coordinate with
our CEO to ensure that a formalized process governs long-term management development and
succession, including succession in the event of an emergency or the retirement of our CEO. Our
Board formally reviews our management succession plan at least annually. Our comprehensive program
encompasses not only our CEO and other executive officers but all employees through the front-line
supervisory level. The program focuses on key succession elements, including identification of potential
successors for positions where it has been determined that internal succession is appropriate,
assessment of each potential successor’s level of readiness, and preparation of individual growth and
development plans. With respect to CEO succession planning, the Company’s long-term business
strategy is also considered. In addition, we maintain at all times, and review with the Board
periodically, a confidential procedure for the timely and efficient transfer of the CEO’s responsibilities
in the event of an emergency or his sudden incapacitation or departure.
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