Dollar General 2015 Annual Report Download - page 25

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Does Dollar General have an audit committee financial expert serving on its Audit Committee?
Yes. Our Board has designated each of Mr. Rickard, Ms. Cochran and Ms. Price as an audit
committee financial expert and has determined that each is independent as defined in NYSE listing
standards and in our Corporate Governance Guidelines. Such experts have the same responsibilities as
the other Audit Committee members. They are not our auditors or accountants, do not perform ‘‘field
work’’ and are not employees. The SEC has determined that designation as an audit committee
financial expert will not cause a person to be deemed to be an ‘‘expert’’ for any purpose.
How often did the Board and its committees meet in 2015?
During 2015, our Board, Audit Committee, Compensation Committee and Nominating
Committee met 10, 5, 6 and 4 times, respectively. 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 and a member of each applicable committee.
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 persons
serving as Board members at the time attended the 2015 annual shareholders’ meeting.
Does Dollar General combine the positions of Chairman and CEO?
No. As part of the transition of the CEO role from Mr. Richard W. Dreiling to Mr. Vasos in
June 2015, the Board separated the positions of Chairman and CEO, and Mr. Dreiling continued to
serve in the Chairman position until January 2016. Following Mr. Dreiling’s tenure as Chairman, and to
afford Mr. Vasos the opportunity to focus his time and energy on managing our business, the Board
determined to continue to separate the positions of Chairman and CEO and appointed Mr. Calbert, an
independent director and the lead director at the time, to the Chairman role effective January 30, 2016.
This decision further allows our Chairman to devote his time and attention to matters of Board
oversight and governance. 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.
To further promote effective independent Board leadership, the Board has adopted a number
of additional 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. Mr. Calbert, as Chairman and formerly as lead director,
presides over such executive sessions.
• Conducting annual performance evaluations of the CEO.
• Conducting annual Board and committee performance self-evaluations by the Board and
each standing committee.
Does the Board of Directors evaluate the performance of Board members?
Yes. The Nominating Committee is responsible for overseeing the evaluation of the Board of
Directors. As part of this responsibility, in addition to approving an evaluation process to be followed
for the Board and each standing committee, the Nominating Committee encourages our directors to
provide candid feedback on any member of the Board to the Chairman of the Nominating Committee
or the Chairman of the Board. The Chairman of the Nominating Committee and the Chairman of the
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