Dollar General 2014 Annual Report Download - page 33

Proxy
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).
The policy requires prior Board approval for all known related party transactions, subject to
certain exceptions identified below. In addition, at least annually after receiving a list of immediate
family members from our directors and executive officers, relevant internal departments determine
whether any transactions were unknowingly entered into with a related party and the Board is
presented with a list of such transactions, subject to certain exceptions identified below, for review. 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.
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 involving a total amount that 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) if 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.
What related-party transactions existed in 2014 or are planned for 2015?
Other than compensation paid or to be paid during 2014 and 2015 to one of our non-executive
officers who is a family member of Ms. Cochran, as discussed further under ‘‘Director Independence’’
above, there are no transactions that have occurred since the beginning of 2014, or any currently
proposed transactions, that involve Dollar General and exceed $120,000 and in which a related party
had or has a direct or indirect material interest.
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