CORPORATE GOVERNANCE POLICIES

To drive and embed effective corporate governance practices, the company has a number of policies which complement the delegation of authority. These include:

Insider trading, price-sensitive information and conflicts of interest policies
The board recognises its responsibility for ensuring that there are appropriate policies in place to manage the confidentiality of price-sensitive information and ensure that individuals do not benefit from inside information. To manage this, the company has insider trading and price-sensitive information policies, the terms of which are more restrictive than those required by the JSE Listings Requirements.

The Group secretary regularly disseminates written notice to all directors and senior management throughout the group, highlighting the provisions of the Securities Services Act and JSE Listings Requirements, informing them that dealing in Woolworths shares during certain restricted periods may not be undertaken. No director or any employee who participates in the share scheme may trade in Woolworths shares during restricted periods as defined by the JSE Listings Requirements and determined by the board. In addition, no director of the company may trade in the company's shares without the prior written approval having been obtained. A report detailing the dealings in securities by the directors, the directors of subsidiaries and the Group secretary is tabled at each board meeting, and is disclosed in accordance with the Listings Requirements of the JSE.

The price-sensitive information policy governs trading in shares by any employee and/or director with unpublished price-sensitive information. Projects and initiatives which are price-sensitive, are registered with the Group secretary and directors and employees involved in these projects are required to sign confidentiality agreements and are restricted from trading in shares.

The conflicts of interest policy requires senior management to declare details of their business interests and confirmation that they are in compliance with the requirements of the policy. These details were updated during the year.

Ethics
The group has a set of values that guides the manner in which it conducts business with its stakeholders. A code of ethics supports these values and sets out the standards that we expect to attain when dealing with all customers, suppliers, business partners, employees, competitors, community and our shareholders. In addition, the code contains guidelines with respect to gifts, travel and entertainment as well as a code of conduct for our business partners.