Dollar General 2013 Annual Report Download - page 26

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. The results are
presented to the Audit Committee at least annually. Quarterly, the categories with high residual risk,
along with their mitigation strategies, are reviewed individually.
Our Compensation Committee is responsible for overseeing the management of risks relating
to our executive compensation program. 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 about risks through committee reports. 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.
Does Dollar General have a management succession plan?
Yes. Our Corporate Governance Guidelines require our Board of Directors to coordinate with
our CEO to ensure that a formalized process governs long-term management development and
succession. Our Board formally reviews our management succession plan at least annually. Our
comprehensive program encompasses not only our CEO and other executive officers but all employees
through the front-line supervisory level. The program focuses on key succession elements, including
identification of potential successors for positions where it has been determined that internal succession
is appropriate, assessment of each potential successor’s level of readiness, and preparation of individual
growth and development plans. With respect to CEO succession planning, the Company’s long-term
business strategy is also considered. In addition, we maintain at all times, and review with the Board
periodically, a confidential procedure for the timely and efficient transfer of the CEO’s responsibilities
in the event of an emergency or his sudden incapacitation or departure.
Are there share ownership guidelines for Board members and senior officers?
Yes. Details of our share ownership guidelines for Board members and senior officers,
summarized below, are included in our Corporate Governance Guidelines.
For Board members, the guideline is 4 times the annual cash retainer payable for service on
our Board as in effect on January 1, 2011 (or, if later, the date on which the director joined or joins
our Board) to be achieved within 5 years of August 24, 2011 (or, if later, within 5 years of the date on
which the director joined or joins our Board). At least 1 times the annual cash retainer in effect at the
time the director joined or joins our Board should be acquired prior to joining the Board (or as soon
after as practicable).
For senior officers, the guideline is a multiple, as set forth below, of the officer’s annual base
salary as in effect on April 1, 2013 (or, if later, the officer’s hire or promotion date) to be achieved
within 5 years of the later of April 1, 2013 or the April 1 next following such person’s hire or
promotion date.
Officer Level Multiple of Base Salary
CEO 5X
COO/EVP 3X
SVP 2X
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