Dollar General 2015 Annual Report Download - page 31

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DIRECTOR INDEPENDENCE
Is Dollar General subject to the NYSE governance rules regarding director independence?
Yes. A majority of our directors must be independent in accordance with the independence
requirements set forth in the NYSE listing standards. In addition, the Audit Committee, the
Compensation Committee and the Nominating Committee must be composed solely of independent
directors to comply with such listing standards and, in the case of the Audit Committee, with SEC
rules. The NYSE listing standards define specific relationships that disqualify directors from being
independent and further require that for a director to qualify as ‘‘independent,’’ the Board must
affirmatively determine that the director has no material relationship with Dollar General. The SEC’s
rules and the NYSE listing standards contain separate definitions of independence for members of
audit committees and compensation committees, respectively.
How does the Board of Directors determine director independence?
The Board of Directors affirmatively determines the independence of each director and
director nominee in accordance with guidelines it has adopted, which include all elements of
independence set forth in the NYSE listing standards and SEC rules as well as certain Board-adopted
categorical independence standards. These guidelines are contained in our Corporate Governance
Guidelines, which are posted on the ‘‘Investor Information—Corporate Governance’’ section of our
website located at www.dollargeneral.com.
The Board first considers whether any director or nominee has a relationship covered by the
NYSE listing standards that would prohibit an independence finding for Board or committee purposes.
The Board then analyzes any relationship of the remaining eligible directors and nominees with Dollar
General or our management that falls outside the parameters of the Board’s separately adopted
categorical independence standards to determine whether or not that relationship is material. The
Board may determine that a director or nominee who has a relationship outside such parameters is
nonetheless independent because the relationship is not considered to be material. Any director who
has a material relationship with Dollar General or its management is not considered to be independent.
Absent special circumstances, the Board does not consider or analyze any relationship that falls within
the parameters of the Board’s separately adopted categorical independence standards.
Are all of the directors and nominees independent?
No. Our Board of Directors consists of Warren F. Bryant, Michael M. Calbert, Sandra B.
Cochran, Patricia D. Fili-Krushel, Paula A. Price, William C. Rhodes, David B. Rickard and Todd J.
Vasos. Messrs. Rickard and Bryant and Mss. Cochran and Price serve on our Audit Committee,
Messrs. Bryant and Rhodes and Ms. Fili-Krushel serve on our Compensation Committee, and
Mr. Rhodes and Mss. Cochran and Fili-Krushel serve on our Nominating Committee. Richard W.
Dreiling served on our Board and as its Chairman through January 29, 2016.
Our Board has affirmatively determined that Messrs. Bryant, Calbert, Rhodes and Rickard and
Mss. Cochran, Fili-Krushel and Price, but not Messrs. Dreiling and Vasos, are independent from our
management under both the NYSE listing standards and our additional standards. Except as described
below, any relationship between an independent director and Dollar General or our management fell
within the Board-adopted categorical standards and, accordingly, was not reviewed or considered by our
Board. The Board has also determined that the current members of the Audit Committee, the
Compensation Committee and the Nominating Committee meet the independence requirements for
membership on those committees set forth in the NYSE listing standards, our additional standards and,
as to the Audit Committee, SEC rules.
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