The Corporate Governance Framework and practices of Woolworths Group are set out in a number of key documents and policies. A summary of these documents and policies, along with copies of the documents, policies and charters are set out below.
Each year, the Woolworths Group releases a Corporate Governance Statement that lays out the governance framework adopted by the Board, and details its work over the past financial year.
The Woolworths Constitution outlines the rules and principles governing our business.
The current Constitution was proposed and adopted by shareholders at the Annual General Meeting (AGM) on 16 November 2007. It was later amended during the 2009 AGM on 26 November and then again during the 2010 AGM on 18 November.
The Board of Directors act on behalf of the shareholders in supervising the Company and in upholding good corporate governance. The Management Board is responsible for management decisions and operations.
Information on the role and composition of the Board of Directors and of the Management Board can be found below.
The Board Charter sets out the role, structure, and processes of the Woolworths Group Board or Directors.
It outlines their powers, their responsibilities, and how they can best represent the interests of our shareholders, while regarding international best practice and applicable laws.
The Board of Directors has established four Committees – each designed in accordance with the Charter to help the Board deliver on its responsibilities.
Each Committee assists the Board by allowing Directors to focus on one specific area of governance, while reporting on all decisions and making necessary recommendations to the Board.
The continued growth and success of the Woolworths Group depends on us being able to reflect and respond to the needs of an ever-changing and uncertain world.
As a large, dispersed and complex organisation, we are uniquely vulnerable to a range of legal and financial risks that need to be mitigated quickly and easily.
In order to maintain our commitment to and ensure we’re always operating within a place of moral, legal and ethical integrity, we have developed a rigorous and mandatory Code of Conduct.
This code is a principle we adhere to without exception, and we expect each and every one of our team members to adopt it as their own.
Woolworths Limited has a Continuous Disclosure Policy. The purpose of the Policy is to:
The Woolworths Limited Continuous Disclosure Policy is available below.
Woolworths values its reputation for excellence in corporate governance, compliance and fair dealing in its securities, including shares, options and performance rights.
The Woolworths Group Securities Trading Policy promotes and maintains the Company’s reputation.
The Policy summarises the law relating to insider trading and details the Company’s requirements with regards to dealings in the securities of both Woolworths and, where applicable, other companies. The Policy applies to Group directors, officers and employees, as well as certain consultants and contractors.
The objectives of the Policy are:
The Policy also aims to assist Woolworths in its disclosure and reporting requirements.
We are 100% committed to fostering a workplace that celebrates and embraces diversity in all its forms.
Through a range of initiatives, we aim to promote equal opportunities in every facet of our business with a particular focus on indigenous employment and nurturing women in management.
We have a responsibility to ensure that all shareholders and potential investors are kept up-to-date with any developments that affect the business.
As such, we have devised a full policy that outlines when, how and where they can obtain this information without compromising security or classified intellectual property.
Read our full policy here.