Dollar General 2012 Annual Report Download - page 20

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Are there share ownership guidelines for Board members and senior officers?
Yes. Share ownership guidelines for Board members and senior officers, summarized below, are
included in our Corporate Governance Guidelines. Please see the Corporate Governance Guidelines
for details of the share ownership guidelines.
For Board members, the guideline is 3 times the annual cash retainer payable for service on
our Board as in effect on January 1, 2011 (or, if later, the date on which the director joined or joins
our Board) to be achieved within 5 years of August 24, 2011 (or, if later, the date on which the director
joined or joins our Board).
For senior officers, the guideline is a multiple, as set forth below, of the officer’s annual base
salary as in effect on April 1, 2013 (or, if later, the officer’s hire or promotion date) to be achieved
within 5 years of the later of April 1, 2013 or the April 1 next following such person’s hire or
promotion date.
Officer Level Multiple of Base Salary
CEO 5X
EVP 3X
SVP 2X
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 Board
members serving at the time attended the 2012 annual shareholders’ meeting.
Does the Board have standing Audit, Compensation and Nominating Committees?
Yes. Our Board of Directors has a standing Audit Committee, Compensation Committee and
Nominating and Governance Committee. The Board has adopted a written charter for each of these
committees which are available on the ‘‘Investor Information—Corporate Governance’’ portion of our
website located at www.dollargeneral.com.
The Board has determined that all current members of each of the Audit Committee, the
Compensation Committee and the Nominating and Governance Committee are independent as defined
in the NYSE listing standards and in our Corporate Governance Guidelines. Prior to April 2013, when
the Compensation Committee did not consist solely of independent directors, the Board had
established a subcommittee of the Compensation Committee consisting solely of independent directors
(at various points in time including Messrs. Bryant, Rhodes and Rickard and Ms. Fili-Krushel) for
purposes of approving any compensation that may otherwise be subject to Section 162(m) of the
Internal Revenue Code of 1986, as amended. In addition, a subcommittee of our Nominating
Committee consisting of Messrs. Bryant and Calbert oversaw the search for additional directors that
was launched in January 2012.
Current information regarding each of these committees is set forth below. Ms. Cochran joined
the Audit Committee on December 5, 2012. Messrs. Calbert and Jones served on our combined
Compensation, Nominating and Governance Committee (the ‘‘CNG Committee’’) until April 1, 2013,
Mr. Agrawal served on the CNG Committee until June 26, 2012, Mr. Rickard served on the CNG
Committee from June 26, 2012 to October 15, 2012, and Ms. Fili-Krushel joined the CNG Committee
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