Dollar General 2015 Annual Report Download - page 26

Proxy
Board meet at least annually to review all such feedback and any other information related to the
performance of our Board members and to discuss what, if any, response or other follow-up action is
appropriate and in Dollar General’s best interests.
What is the Board of Director’s role in risk oversight?
Our Board of Directors and its committees have an important role in our risk oversight
process. Our Board regularly reviews with management our financial and business strategies, including
relevant material risks as appropriate. Our General Counsel also periodically provides information to
the Board regarding our insurance coverage and programs as well as litigation risks.
The Audit Committee discusses our policies with respect to risk assessment and risk
management, primarily through oversight of our enterprise risk management program. Our Internal
Audit department coordinates that program, which entails review and documentation of our
comprehensive risk management practices. The program evaluates internal and external risks, identifies
mitigation strategies, and assesses the remaining residual risk. The program is updated through
interviews with senior management and our Board, review of strategic initiatives, evaluation of the
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 Audit
Committee also quarterly reviews metrics and information pertaining to information security risks and
mitigation.
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 the committee reporting process. 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 material 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.
14