Dollar General 2006 Annual Report Download - page 111
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• options may only be granted pursuant to this delegated authority for the purposes
specified by the Committee, which may include attracting new employees, awarding
outstanding performance, or retaining employees;
• the Committee shall specify the maximum number of shares that may be granted for
purposes of attracting any single new employee at any specified level and the
maximum number that may be granted to any other employee for any other purpose;
and
• a report of each grant of an option pursuant to this delegated authority shall be
presented to the Committee at the first Committee meeting following the grant.
During fiscal 2006, the Committee did not delegate this authority to the CEO and all
equity awards were granted solely by the Committee (except with respect to awards to the CEO,
which were granted or ratified by the independent directors upon the Committee’ s
recommendation).
Does the Committee have the authority to engage outside advisors?
Pursuant to the Compensation Committee Charter, the Committee has the sole authority
to select, retain and terminate any consulting firm engaged to assist in the evaluation of director,
CEO or other executive officer compensation, and to approve that firm’ s fees and other retention
terms. The Committee also has the authority to conduct or authorize studies and investigations
into any matters within the scope of its responsibilities, and to retain outside legal or other
advisors to assist in the conduct of those studies or investigations or for any other reason as the
Committee determines to be necessary or advisable. The Committee’ s selection and use of
outside advisors is discussed in more detail below.
How often does the Committee meet?
The Committee generally meets in connection with each of the Board’ s regularly-
scheduled meetings and at any additional times as it determines to be necessary or appropriate,
but not less than 4 times per year. The Committee met 9 times during fiscal 2006.
The Committee is given the opportunity (if it so desires) at each regularly scheduled
meeting to meet in private session without the presence of management. In addition, the
Committee is given the opportunity (if it so desires) at each quarterly meeting and at any other
relevant meeting to meet in separate private sessions with each of the compensation consultant,
the EVP of Human Resources and the General Counsel.
What are the philosophy and objectives of Dollar General’s compensation programs for its
NEOs?
The goals of our executive compensation strategy are to attract, retain and motivate
persons with superior ability, to reward outstanding performance, and to align the long-term
interests of our officers with those of our shareholders. Our material compensation principles
applicable to NEOs include the following:
109