Dollar General 2006 Annual Report Download - page 153

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE
(a) 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 New York Stock Exchange listing
standards as well as certain Board-adopted categorical independence standards. These guidelines
are contained in our Corporate Governance Principles or, with respect to interests of less than 1%
of a publicly held vendor, in our Code of Business Conduct and Ethics, each of which is posted
on the “Investing—Corporate Governance” portion of our web site located at
www.dollargeneral.com.
The Board first analyzes whether any director has a relationship covered by Section
303A.02(b) or Section 303A.06 of the NYSE listing standards that would prohibit an
independence finding (or, with respect to Section 303A.06, would prohibit an independence
finding for purposes of service on the Audit Committee only). The Board then analyzes any
relationship of a director to Dollar General or to our management that does not fall within the
parameters set forth in the Board’ s separately adopted categorical independence standards to
determine whether or not that relationship is material. Any director who has a material
relationship is not considered to be independent.
The Board has determined that one or more relationships within the categories listed
below are not considered to be material. The Board may determine that a director who has a
relationship that falls outside of these parameters is nonetheless independent (to the extent that
the relationship would not constitute a bar to independence under the NYSE listing standards).
As used in connection with these categorical standards, “immediate family member” means a
director’ s spouse, parents, stepparents, children, stepchildren, siblings, mothers and fathers-in-
law, sons and daughters-in-law, brothers and sisters-in-law, and anyone (other than a domestic
employee) who shares that director’ s home.
Certain Relationships with Vendors. A director’ s independence is not impaired by the
existence of any of the relationships listed below, provided in each case that the director or
immediate family member, as applicable, does not participate in the actual provision of services
or goods to, or negotiations with, Dollar General on the vendor’ s behalf or receive any special
compensation or other benefit as a result of the relationship:
• the director is a current employee, or an immediate family member is a current
executive officer, of a vendor if the amount we pay to the vendor or that the vendor
pays to us in any of the vendor’ s last 3 fiscal years does not exceed the greater of $1
million or 2% of the vendor’ s consolidated gross revenues;
• the director or an immediate family member serves on a vendor’ s board of directors
(or similar governing body);
• an immediate family member is employed with a vendor in a capacity other than
executive officer;
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