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, 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 Group 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 following the 2009 AGM, the 2010 AGM, the 2017 AGM and the 2019 AGM.
The Board of Directors act on behalf of the shareholders in supervising the Company and in upholding good corporate governance. The Group Executive Committee is responsible for management decisions and operations.
Information on the role and composition of the Board of Directors and of the Group Executive Committee 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 Group Limited has a Continuous Disclosure Policy. The purpose of the Policy is to:
The Woolworths Group 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 care about the physical and psychological safety and health of our customers, team and business partners. We are committed to creating a safe work environment, where people arrive home from work and shopping free from injuries and illness.
At Woolworths, we are committed to open and positive relationships with all of our suppliers.
We recognise, however, that a situation may arise where a supplier feels an important issue can’t be dealt with directly with us, and where the supplier would prefer to use an independent and confidential avenue for raising the issue. We have created the Supplier Speak Up Service for this purpose.
Supplier Speak Up Policy
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Our team is a top priority at Woolworths Group. This is why we strive to create a supportive environment that ensures everyone can feel valued, respected and have the opportunity to thrive.
As part of this commitment, our Team Member Speak Up service offers an independent avenue (external to Woolworths Group) where you can confidentially raise matters if you ever feel that a concern you have can’t be dealt with internally.
As a business we pride ourselves on the quality of relationships we have with the organisations and people we do business with, and the difference we make together in creating better experiences for our customers. Our business is diverse and involves partners, suppliers and stakeholders inside and outside of Australia. One of our Core Values is ‘we do the right thing’. Our Fraud, Anti Bribery and Corruption Policy (FABC Policy) addresses the key principles that must be adhered to in regard to Fraud, Bribery & Corruption, Facilitation Payments, Gifts & Entertainment and Political Donations.
Read the full policy here.
Woolworths Group is committed to making it simpler for suppliers when working with the Group. How Woolworths Group deals with payments is captured in the supply agreements.
Woolworths Group is a voluntary signatory to the ACCC’s Food and Grocery Code of Conduct and the Business Council of Australia’s Supplier Payments Code. Under the Supplier Payments Code, Woolworths Group has committed to pay suppliers on time and to shorter payment periods for small suppliers. The Food and Grocery Code of Conduct also outlines specific requirements in relation to payments being made within a reasonable time. Each of these aspects has been reflected in the Woolworths Group Terms.
Woolworths Group is committed to building strong long-term partnerships with our suppliers through fair and equitable dealings. Woolworths recognises that payment terms are an important component of our commercial arrangements with small suppliers.
Any supplier that satisfies Woolworths’ “small supplier” definition and follows the best practice procedures outlined in this policy can submit a request for a change to payment terms via the registration form. If you require further assistance please contact Woolworths Trade Relations via email at email@example.com
The Board Sustainability Committee (SusCo) oversees the Group-level strategy, including response to climate change risks and opportunities. Responsible for reviewing actual or potential climate-related impacts to the Company and recommending actions to the Board for approval.
The Board may invite Eligible Employees to participate in a grant of Rights, Options, and/or Restricted Shares.