Dollar General 2014 Annual Report Download - page 26

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fiscal budget, review of upcoming legislative or regulatory changes, review of certain internal metrics
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, our 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.
In connection with Messrs. Dreiling’s and Tehle’s planned retirements in January 2016 and July
2015, respectively, we are actively engaged in an internal and external search for successors. The CEO
search includes, and the CFO search may include, use of a third-party executive search firm to help
facilitate the process. Messrs. Calbert and Bryant (as lead director and as Compensation Committee
Chairman, respectively) represent the Board on the day to day CEO search work with the executive
search firm.
Are there share ownership guidelines and holding requirements for Board members and senior
officers?
Yes. Details of our share ownership guidelines and holding requirements for Board members
and senior officers are included in our Corporate Governance Guidelines. See ‘‘Compensation
Discussion and Analysis’’ and ‘‘Director Compensation’’ for more information on such ownership
guidelines and holding requirements for senior officers and Board members, respectively.
How can I communicate with the Board of Directors?
Our Board-approved process for security holders and other interested parties to contact the
Board of Directors, a particular director, or the non-management directors or the independent
directors as a group is described on www.dollargeneral.com under ‘‘Investor Information—Corporate
Governance.’’
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