Investor Presentaiton
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Governance
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Annual Report 2023
Woolworths Group
Our purpose of creating better experiences together for a better tomorrow guides
us to better meet the needs of our customers, teams, shareholders, and other key
stakeholders. Woolworths Group is committed to a high standard of corporate
governance. Good governance goes beyond legal compliance; we see it as central to our
approach to creating sustainable growth and enhancing long-term shareholder value.
The Board program is formulated each year to achieve an
appropriate balance between governance and oversight,
continuous learning focused on relevant industry
developments, awareness of emerging risks, and market
conditions. The program comprises formal meetings,
business briefings, presentations from internal and
external specialists and advisors, site visits, engagement
with team, and meetings with key stakeholders.
Board meetings are structured to balance recurring items,
such as strategy, team, customer and community, business
performance, financial and other reporting, sustainability,
financial and non-financial risks, legal, regulatory,
government and policy developments, with other material
matters arising from time to time. The Board actively
monitors performance against our strategic priorities,
our purpose and our values.
The Board Committees have an annual program of deep
dives, with 14 topics considered across F23.
Business engagement beyond formal meetings included
showcases on topics such as health, logistics and store
operations, and site visits in various locations across the
east coast of Australia and the North Island of New Zealand.
Woolworths Group has also followed each of the
recommendations of the ASX Corporate Governance
Council's Corporate Governance Principles and
Recommendations (4th edition) throughout the reporting
period. Further details of the key corporate governance
policies and practices of Woolworths Group during the
year are set out in the Corporate Governance Statement,
which is available on the Woolworths Group website:
www.woolworthsgroup.com.au.
The members of the Board of Directors and the current
composition of the Board Committees are set out in the
Board of Directors section.
Board capability, composition and tenure
The Board is composed of a majority of independent non-executive directors with the skills and capabilities to fulfil their duty
to act in the best interests of Woolworths Group. The effective application of those skills and capabilities enables the Board's
contribution to the decision making and governance of the Group. The Board is comprised of individuals with both relevant
skills and capabilities, and diversity of thinking. When combined with management, this leads to Woolworths Group fulfilling
its potential through living its purpose, observing its values and executing on its strategy.
As part of the ongoing succession planning for the Board, the Nomination Committee reviewed the Board capability matrix,
which took into consideration the skills and capabilities that the Board currently requires, together with those needed
in the future. An assessment of the optimum mix of these capabilities takes place at least once a year. This also informs
the identification and assessment of suitable future candidates for the Board.
A summary of the key skills and capabilities of directors is set out below:
Capability
Strategy and
transformation
Finance
Organisational
leadership
Retail
Operations
Digital and innovation
Key:
ESG
Governance
Risk
Extensive
Low
Board gender
diversity
O
Female
Male
56%
44%
1
highlights
Performance
2
Business
review
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Directors'
Report
Further information about their skills and experience is set out on pages 67 to 70.
Practiced
Strategy and transformation: Identifying and critically assessing strategic opportunities
and threats and associated business plans; overseeing successful transformation execution
in large, complex organisations to create sustained, resilient business outcomes.
Finance: Effective oversight of capital, financial accounting and corporate reporting,
including understanding key business financial drivers and the ability to evaluate the
adequacies of internal financial controls and systems.
Organisational leadership (including people): Developing and assessing organisational
structures and culture and its adherence to the Woolworths Group core values; people
management and succession planning; setting strategy linked remuneration frameworks;
and promoting inclusion and belonging.
Retail: Implementing customer-led transformation in the food, drinks or general merchandise
sectors in large complex organisations, including global experience.
Operations (including supply chain and property): Overseeing physical and digital
operations in large, complex organisations.
Digital and innovation: Evaluating and implementing new digital and physical technologies,
including in depth understanding of the use of data and data analytics to continue to
accelerate business transformation and meet evolving customer needs and expectations.
Environmental sustainability and governance: Developing and overseeing environmental
sustainability and governance initiatives and strategies, including climate change, nature,
carbon emissions reduction, human rights and responsible sourcing.
Governance (including regulatory and public policy): Identifying and managing governance,
legal, regulatory, public policy and corporate affairs issues, including experience working
or interacting with government and regulators.
Risk: Anticipating, identifying and managing key risks, including, financial, non-financial
and emerging risks; monitoring the appropriateness and effectiveness of risk management
frameworks and controls.
Board tenure
C
0-3 years
3-6 years
6-10 years
44%
12%
44%
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Report
Financial
Other
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