Dollar General 2012 Annual Report Download - page 28

Proxy
TRANSACTIONS WITH MANAGEMENT AND OTHERS
Does the Board have a policy for the review, approval or ratification of related-party transactions?
Yes. Our Board of Directors has adopted a written policy for the review, approval or
ratification of ‘‘related party’’ transactions. A ‘‘related party’’ for this purpose includes our directors,
director nominees, executive officers and greater than 5% shareholders, and any of their immediate
family members, and a ‘‘transaction’’ includes one in which (1) the total amount may exceed $120,000,
(2) Dollar General is a participant, and (3) a related party will have a direct or indirect material
interest (other than as a director or a less than 10% owner of another entity, or both).
Pursuant to this policy and subject to certain exceptions identified below, all known related
party transactions require prior Board approval. In addition, at least annually after receiving a list of
immediate family members and affiliates from our directors, executive officers and greater than 5%
shareholders, the Corporate Secretary inquires of relevant internal departments to determine whether
any transactions were unknowingly entered into with a related party and presents a list of such
transactions, subject to certain exceptions identified below, to the Board for review.
As Chairman and Chief Executive Officer, Mr. Dreiling is authorized to approve a related
party transaction in which he is not involved if the total amount is expected to be less than $1 million
and he informs the Board of such transactions. The following transactions are deemed pre-approved
without Board review or approval:
• Transactions with a related party that is an entity, including one having a relationship to a
related party, if the total amount does not exceed the greater of $1 million or 2% of that
entity’s annual consolidated revenues (total consolidated assets in the case of a lender) and
no related party who is an individual participates in the actual provision of services or
goods to, or negotiations with, us on the entity’s behalf or receives special compensation or
benefit as a result.
• Charitable contributions if the total amount does not exceed 2% of the recipient’s total
annual receipts and no related party who is an individual participates in the grant decision
or receives any special compensation or benefit as a result.
• Transactions where the interest arises solely from share ownership in Dollar General and
all of our shareholders receive the same benefit on a pro rata basis.
• Transactions where the rates or charges are determined by competitive bid.
• Transactions for services as a common or contract carrier or public utility at rates or
charges fixed in conformity with law or governmental authority.
• Transactions involving services as a bank depositary of funds, transfer agent, registrar,
trustee under a trust indenture, or similar services.
• Compensatory transactions available on a nondiscriminatory basis to all salaried employees
generally, or ordinary course business travel expenses and reimbursements, or
compensatory arrangements to directors, director nominees or officers that have been
approved by the Board or an authorized committee.
The policy prohibits the related party from participating in any discussion or approval of the
transaction and requires the related party to provide to the Board all material information concerning
the transaction.
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