Family Dollar 2006 Annual Report Download - page 87

subsidiary of FMR Corp. is the beneficial owner of 12,000 shares of such shares listed as a result of serving as an investment
adviser to institutional accounts and funds. Edward C. Johnson 3d and FMR Corp., through its control of PGALLC, each has sole
dispositive power over 12,000 shares and sole power to vote 12,000 of such shares listed that are owned by the accounts or funds
advised by PGALLC. Pyramis Global Advisors Trust Company (“PGATC”), an indirect wholly−owned subsidiary of FMR
Corp., is the beneficial owner of 785,829 of such shares listed as a result of its serving as investment manager of institutional
accounts. Edward C. Johnson 3d and FMR Corp., through its control of PGATC, each has sole dispositive power over 785,829
shares and sole power to vote 712,629 of such shares listed that are owned by the accounts managed by PGATC. Fidelity
International Limited is the beneficial owner of 1,789,458 of such shares listed.
(3) Based solely on the Schedule 13G/A filed by Bank of America Corporation and its affiliates, as of December 31, 2006, 8,629,118
of such shares were held with shared voting power and 8,688,728 of such shares were held with shared dispositive power by Bank
of America Corporation; 8,629,118 of such shares were held with shared voting power and 8,688,728 of such shares were held
with shared dispositive power by NB Holdings Corporation; 8,489,870 of such shares were held with sole voting power, 94,405
of such shares were held with shared voting power, 8,477,170 of such shares were held with sole dispositive power and 165,974
of such shares were held with shared dispositive power by Bank of America, N.A.; 44,843 of such shares were held with shared
voting and shared dispositive power by Bank of America Securities Holdings Corporation; 44,843 of such shares were held with
sole voting and sole dispositive power by Bank of America Securities, LLC; 85,325 of such shares were held with shared voting
power and 138,325 of such shares were held with shared dispositive power by Columbia Management Group, LLC; 85,325 of
such shares were held with sole voting power and 138,325 of such shares were held with sole dispositive power by Columbia
Management Advisors, LLC; 2,206 of such shares were held with shared voting and shared dispositive power by Bank of
America Investment Advisors, Inc. These shares include 5,679,494 shares held in trusts, as of March 3, 2007, for the benefit of
Mr. Levine, as noted in “Ownership by Directors and Officers,” above.
(4) Based solely on the Schedule 13G/A filed by Barclays Global Investors, NA. (“BGI”) and its affiliates as of December 31, 2006.
4,434,019 of such shares were held with sole voting power and 5,851,629 of such shares were held with sole dispositive power by
BGI; 977,550 of such shares were held with sole voting and sole dispositive power by Barclays Global Fund Advisors; 643,773 of
such shares were held with sole voting and sole dispositive power by Barclays Global Investors, LTD; 146,373 of such shares
were held with sole voting and sole dispositive power by Barclays Global Investors Japan Trust and Banking Company Limited;
and 72,765 of such shares were held with sole voting and sole dispositive power by Barclays Global Investors Japan Limited.
(5) Based solely on the Schedule 13G/A filed by Franklin Resources Inc. (“FRI”) and its affiliates as of December 31, 2006,
7,666,100 of such shares were held with sole voting and sole dispositive power by Franklin Advisory Services, LLC; 4,460 of
such shares were held with sole voting and sole dispositive power by Fiduciary Trust Company International; 3,000 of such
shares were held with sole voting and sole dispositive power by Franklin Templeton Portfolio Advisors, Inc.; and 143 of such
shares were held with sole voting and sole dispositive power by Franklin Advisers, Inc. Charles B. Johnson and Rupert H.
Johnson, Jr. each owns in excess of 10% of the outstanding common stock of FRI and are the principal stockholders of FRI and
may be deemed to be beneficial owners of such securities pursuant to SEC rules.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Transactions With Related Persons
Policy and Procedures
The Board of Directors adopted a Board of Directors Code of Conduct in 2005 which set forth the Company’s policy of
prohibiting certain transactions in which the Company’s directors or their family members have an interest which could raise a
conflict of interest with the Company. The Board of Directors Code of Conduct is available on the Company’s website at
www.familydollar.com under the tab “Investors.” The Board of Directors Code requires that directors fully disclose any relationship
or interest which may create an actual or potential conflict of interest to the Board’s Nominating/Corporate Governance Committee
(the “Governance Committee”). The Governance Committee reviews all potential conflict of interest situations and advises the Board
of its determination regarding such matters. All such consideration, discussions and votes regarding such matters are conducted in
accordance with Delaware law, including provisions related to corporate opportunities.
The Company has also maintained a Code of Conduct applicable to all of its employees for a number of years. The Code was
amended by the Board in 2005 and is also posted on the Company’s website. The Code sets forth the Company’s policy of prohibiting
participation by an employee (or his/her family members) in any transaction that could create an actual or
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Source: FAMILY DOLLAR STORES, 10−K, March 28, 2007