Dollar General 2014 Annual Report Download - page 25

Proxy
How often did the Board and its committees meet in 2014?
During 2014, our Board, Audit Committee, Compensation Committee and Nominating
Committee met 16, 5, 8 and 3 times, respectively. Each incumbent director attended at least 75% of
the total of all meetings of the Board and all committees on which he or she served which were held
during the period for which he or she was a director and a member of each applicable committee.
What is Dollar General’s policy regarding Board member attendance at the annual meeting?
Our Board of Directors has adopted a policy that all directors should attend annual
shareholders’ meetings unless attendance is not feasible due to unavoidable circumstances. All persons
serving as Board members at the time attended the 2014 annual shareholders’ meeting.
Does Dollar General combine the positions of Chairman and CEO?
Yes. Mr. Dreiling serves as Chairman of our Board of Directors and CEO. The Board
currently believes combining these roles provides an efficient and effective leadership model for Dollar
General because, given his day-to-day involvement with and intimate understanding of our specific
business, industry and management team, Mr. Dreiling is particularly suited to effectively identify
strategic priorities, lead the discussion and execution of strategy, and facilitate information flow
between management and the Board. The Board further believes that combining these roles fosters
clear accountability, effective decision-making, and alignment on the development and execution of
corporate strategy. To promote effective independent oversight, the Board has adopted a number of
governance practices, including:
• Appointing an independent lead director and specifying his duties as outlined in our
Corporate Governance Guidelines.
• Ensuring opportunity after each regularly scheduled Board meeting for executive sessions
of the independent directors and, if not all non-management directors are independent, of
the non-management directors. As the lead director, Mr. Calbert presides over such
executive sessions.
• Conducting annual performance evaluations of Mr. Dreiling by the Compensation
Committee and the lead director, the results of which are reviewed with the Board.
• Conducting annual Board and committee performance evaluations.
The Board recognizes that no single leadership model is right for all companies and at all
times, and the Board will review its leadership structure as appropriate, including in connection with
the appointment of a new CEO in light of Mr. Dreiling’s planned retirement in January 2016, to ensure
it continues to be in the best interests of Dollar General and our shareholders.
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 reviews with the Board
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
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