Dollar General 2013 Annual Report Download - page 19

How are directors identified and nominated?
All nominees for election as directors at the annual meeting are currently serving on our Board
of Directors and were recommended to the Board for re-election by the Nominating and Governance
Committee of our Board (the ‘‘Nominating Committee’’). The Nominating Committee is responsible
for identifying, evaluating and recommending director candidates, subject to the terms of Mr. Dreiling’s
employment agreement discussed below. Our Board is responsible for nominating the slate of directors
for election by shareholders at the annual meeting.
The charter of our Nominating Committee and our Corporate Governance Guidelines require
the Nominating Committee to consider candidates submitted by our shareholders in accordance with
the notice provisions of our Bylaws (see ‘‘Can shareholders nominate directors?’’ below) and to apply
the same criteria to the evaluation of those candidates as it applies to other director candidates. The
Nominating Committee may also use a variety of other methods to identify potential director
candidates, such as recommendations by our directors, management, or third-party search firms.
Our employment agreement with Mr. Dreiling requires Dollar General to (1) nominate him to
serve as a member of our Board each year that he is slated for reelection to the Board; and
(2) recommend to the Board that Mr. Dreiling serve as Chairman of the Board. Our failure to do so
would give rise to a breach of contract claim.
How are nominees evaluated; what are the minimum qualifications?
Subject to Mr. Dreiling’s employment agreement discussed above, the Nominating Committee
is charged with recommending to the Board of Directors only those candidates that it believes are
qualified to serve as Board members consistent with the criteria for selection of new directors adopted
from time to time by the Board and who have not achieved the age of 76, unless the Board has
approved an exception to this limit on a case by case basis. We have a written policy to strive to have a
Board representing diverse experience at policy-making levels in areas that are relevant to our business.
To implement this policy, the Committee assesses diversity by evaluating each candidate’s individual
qualifications in the context of how that candidate would relate to the Board as a whole and also
considers more traditional concepts of diversity. The Committee periodically assesses the effectiveness
of this policy by considering whether the Board as a whole represents such diverse experience and
composition and by recommending to the Board changes to the criteria for selection of new directors
as appropriate. The Committee recommends candidates, including those submitted by shareholders,
only if it believes the candidate’s knowledge, experience and expertise would strengthen the Board and
that the candidate is committed to representing the long-term interests of all Dollar General
shareholders.
The Nominating Committee assesses a candidate’s independence, background and experience,
as well as the current Board’s skill needs and diversity. With respect to incumbent directors selected for
re-election, the Committee also assesses each director’s meeting attendance record and suitability for
continued service. In addition, all nominees should be in a position to devote an adequate amount of
time to the effective performance of director duties and possess the following characteristics: integrity
and accountability, informed judgment, financial literacy, a cooperative approach, a record of
achievement, loyalty, and the ability to consult with and advise management.
What particular experience, qualifications, attributes or skills led the Board of Directors to conclude
that each nominee should serve as a director of Dollar General?
Our Board of Directors believes that each of the nominees can devote an adequate amount of
time to the effective performance of director duties and possesses the minimum qualifications identified
above. The Board has determined that the nominees, as a whole, complement each other, meet the
Board’s skill needs, and represent diverse experience at policy-making levels in areas relevant to our
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