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Investor Presentaiton

66 69 Governance 20 67 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 3 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% 4 Report Financial Other information
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