Dollar General 2012 Annual Report Download - page 22
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Proxy
Name of
Committee & Members Committee Functions
COMPENSATION: • Reviews and approves corporate goals and objectives relevant to the
Mr. Bryant, Chairman compensation of our chief executive officer
Ms. Fili-Krushel • Determines the compensation of our executive officers and
Mr. Rhodes recommends the compensation of our directors
• Recommends, when appropriate, changes to our compensation
philosophy and principles
• Oversees overall compensation and benefits programs
• Recommends any changes in our incentive compensation and equity-
based plans that are subject to Board approval
• Oversees the evaluation of senior management
• 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)
• 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
NOMINATING AND • Develops and recommends criteria for selecting new directors
GOVERNANCE: • Screens and recommends to our Board individuals qualified to become
Mr. Rhodes, Chairman members of our Board
Ms. Cochran • Recommends the structure and membership of Board committees
Ms. Fili-Krushel • Recommends persons to fill Board and committee vacancies
• Develops and recommends Corporate Governance Guidelines
• Oversees the evaluation of the Board
• 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 Mr. Rickard and Ms. Cochran as audit committee financial
experts and has determined that each is independent as defined in NYSE listing standards and in our
Corporate Governance Guidelines. Such 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.
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