Dollar General 2006 Annual Report Download - page 157

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any member of his or her immediate family (“related parties”), have a direct or indirect material
interest. Our Legal Department then screens those relationships and transactions to determine
which fall below the related-party transaction disclosure threshold in, or are otherwise exempt
from disclosure under, Item 404 of Regulation S-K of the Exchange Act or which fall within a
Board-adopted categorical independence standard (as discussed above under “Director
Independence”). Our Legal Department ensures that any identified relationship or transaction
that is not exempt from disclosure under Item 404 or that does not fall within a categorical
independence standard is submitted to the Board of Directors or an appropriate Board committee
for consideration under our conflict of interest or other policy as further described below.
Pursuant to our Code of Business Conduct and Ethics, the Nominating and Corporate
Governance Committee reviews and resolves any conflict of interest involving directors or
executive officers. In addition, if a director’ s relationship or transaction falls within any of the
previously discussed Board-adopted categorical standards for independence, then the director’ s
interest in the relationship or transaction will be deemed immaterial in the absence of other
factors for purposes of both independence and related-party transaction disclosure. Finally, our
Compensation Committee reviews and approves and/or ratifies all material components of
executive officer compensation per its Charter and as further discussed in “Compensation
Discussion and Analysis”. In fulfilling its responsibilities under its Charter to discuss with the
independent auditors related-party transactions, our Audit Committee also reviews any draft
disclosure in our proxy statement or Form 10-K to ensure it is consistent with the information
contained in our audited financial statements.
No related parties had a material direct or indirect interest in a financial or other
transaction, arrangement or relationship with us or in which we were a participant since the
beginning of fiscal 2006 or which is currently planned that would require disclosure under
applicable SEC regulations.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The following table sets forth the aggregate fees billed to us by Ernst & Young LLP in
connection with various audit and other services provided to us throughout fiscal 2006 and fiscal
2005:
Service 2006 Aggregate Fees Billed ($) 2005 Aggregate Fees Billed ($)
Audit Fees 2,521,920 2,410,287
Audit-Related Fees(1) 45,225 11,200
Tax Fees(2) 182,937 161,207
All Other Fees(3) 6,000 4,500
(1) 2006 fees include services relating to accounting consultations with respect to Financial Accounting
Standards Board (FASB) Interpretation 48, “Accounting for Uncertainty in Income Taxes,” and the
sale-leaseback transaction of one of our distribution centers. 2005 fees include services relating to
accounting consultations with respect to FASB Statement 123(R), “Share-Based Payment.”
(2) Both 2006 and 2005 fees include services relating to a LIFO tax calculation and tax advisory services
related to inventory, as well as international, federal, state and local tax advice.
(3) Both 2006 and 2005 fees include a subscription fee to the auditors’ on-line accounting research tool.
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