Dollar General 2012 Annual Report Download - page 23

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How often did the Board and its committees meet in 2012?
During 2012, our Board, Audit Committee, and CNG Committee met 7, 4, and 5 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 or she served.
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 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. The program evaluates internal and external risks, identifies
mitigation strategies, and assesses the remaining residual risk. The program is updated through
interviews with senior management and our Board, review of strategic initiatives, evaluation of the
fiscal budget, review of upcoming legislative or regulatory changes, and review of other outside
information concerning 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 Compensation Committee is responsible for overseeing the management of risks relating
to our executive compensation program. In addition, as discussed under ‘‘Executive Compensation—
Compensation Risk Considerations’’ below, the Compensation Committee also participates in periodic
assessments of the risks relating to our overall compensation programs.
While the Audit Committee and the Compensation Committee oversee 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 this division of risk management responsibilities effectively
addresses 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 can I communicate with the Board of Directors?
Our Board-approved 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
is described on www.dollargeneral.com under ‘‘Investor Information—Corporate Governance.’’
Where can I find more information about Dollar General’s corporate governance practices?
Our governance-related information is posted on www.dollargeneral.com under ‘‘Investor
Information—Corporate Governance,’’ including our Corporate Governance Guidelines, Code of
Business Conduct and Ethics, the charter of each of the Audit Committee, the Compensation
Committee and the Nominating and Governance 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 written request to: Investor Relations,
Dollar General Corporation, 100 Mission Ridge, Goodlettsville, TN 37072.
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