Dollar General 2013 Annual Report Download - page 25

How often did the Board and its committees meet in 2013?
During 2013, our Board, Audit Committee, Compensation Committee and Nominating
Committee met 6, 4, 4 and 2 times, respectively. Our Compensation Committee and our Nominating
Committee were combined as a single Compensation, Nominating and Governance, or CNG,
Committee for a portion of 2013 and such combined committee met 2 times in 2013. Each incumbent
director attended at least 75% of the total of all meetings of the Board and all committees on which he
or she served which were held during the period for which he or she was a director.
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 attended the 2013 annual shareholders’ meeting.
Does Dollar General combine the positions of Chairman and CEO?
Yes. Mr. Dreiling serves as Chairman of our Board of Directors and CEO. Mr. Dreiling’s
employment agreement with us provides that Dollar General shall recommend to the Board that he
serve as the Chairman of the Board for as long as he is employed under such agreement.
The Board believes combining these roles provides an efficient and effective leadership model
for Dollar General because, given his day-to-day involvement with and intimate understanding of our
specific business, industry and management team, Mr. Dreiling is particularly suited to effectively
identify strategic priorities, lead the discussion and execution of strategy, and facilitate information flow
between management and the Board. The Board further believes that combining these roles fosters
clear accountability, effective decision-making, and alignment on the development and execution of
corporate strategy. To promote effective independent oversight, the Board has adopted a number of
governance practices, including:
• Ensuring opportunity after each regularly scheduled Board meeting for executive sessions
of the independent directors and, if not all non-management directors are independent, of
the non-management directors. As the lead director, Mr. Calbert presides over such
executive sessions.
• Conducting annual performance evaluations of Mr. Dreiling by the Compensation
Committee, the results of which are reviewed with the lead director and with the Board.
• Conducting annual Board and committee performance evaluations.
The Board recognizes that no single leadership model is right for all companies and at all
times, and the Board will review its leadership structure as appropriate to ensure it continues to be in
the best interests of Dollar General and our shareholders.
What is the Board of Director’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, including
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
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