corporate governance policies
In addition to the delegation of authority, the company has appropriate policies, which are designed to drive and embed effective corporate governance processes, including:
- insider trading;
- price sensitive information;
- independent professional advice for directors;
- external auditor independence; and
- fraud, theft and corruption.
The insider trading and price sensitive information policies are discussed in more detail below.
insider trading and price sensitive information
During the year the insider trading policy was revised, to include additional restrictions on directors' trading in shares of listed suppliers, where the group accounts for more than 10% of that supplier's turnover. Trading in these shares needs approval and trading must not occur in the suppliers' closed period.
In terms of the insider trading policy, 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 Limited requirements and 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 embargo periods determined by the board. These include a period of two months prior to the publication of interim financial results and annual financial results of the group. In line with the Listing Requirements of the JSE Limited, procedures have been put in place to ensure that no director of the company trades in the company's shares without the prior requisite 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 Limited.
The above is complemented by the price sensitive information policy, which governs trading in shares by any employee and/or director with unpublished price sensitive information. Projects and/or initiatives, which are price sensitive, are registered with the Group secretary and employees and/or directors involved in these projects are required to sign confidentiality agreements and are restricted from trading in shares.
ethical and moral behaviour
The group is committed to the highest levels of professionalism and organisational integrity in its business dealings with stakeholders. Our code of ethics sets out the standards that we expect to attain when dealing with all customers, suppliers, franchise 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.
We are currently reviewing our vision and values. This will include a revision of our code of ethics and during next year the revised values and code of ethics will be communicated to our stakeholders.
