Dollar General 2013 Annual Report Download - page 32

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TRANSACTIONS WITH MANAGEMENT AND OTHERS
Does the Board of Directors have a related-party transactions approval policy?
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 and executive officers, 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.
Our Chairman and CEO is authorized to approve a related party transaction in which he is not
involved if the total anticipated amount is less than $1 million and he informs the Board of the
transaction. The transactions below are deemed pre-approved without Board review or approval:
• Transactions with a related party if the total amount does not exceed the greater of
$1 million or 2% of the 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, 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 related party may not participate in any discussion or approval of the transaction and must
provide to the Board all material information concerning the transaction.
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