corporate governance
corporate governance policies
To drive and embed effective corporate governance practices, the company has the following policies which complement the delegation of authority:
- insider trading;
- price sensitive information;
- external auditor independence;
- fraud, theft and corruption;
- conflicts of interest policy; and
- supplier code of conduct.
insider trading and price sensitive information
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.
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, (No. 36 of 2006), 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 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 JSE Listings Requirements, procedures have been put in place to ensure that no director of the company trades in the company's shares without the prior written requisite 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 JSE Listings Requirements.
The above is complemented by the price sensitive information policy, which governs trading in shares by any director and/or employee with unpublished price sensitive information. Projects and/or initiatives, which are price sensitive, are registered with the Group secretary and directors and/or employees involved in these projects are required to sign confidentiality agreements and are restricted from trading in shares.
ethical and moral behaviour
One of our values is integrity and the group is committed to the highest levels of professionalism and integrity in its business dealing with stakeholders. Our code of ethics sets out the standards that we expect when dealing with 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.
During the year, the board approved and implemented a conflicts of interest policy. This policy requires senior management to annually declare details of their business interests and requires them to confirm that they comply with the requirements of the policy.