Woolworths Holdings Limited
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GOVERNANCE AND
MANAGEMENT

The WHL Board (Board) is ultimately responsible for overseeing our Good Business Journey (GBJ), including strategy, risk, and performance. while operational responsibility resides with management.

The Board is resolute in maintaining high standards of governance, ethics, and integrity. By setting an ethical tone at the top and leading effectively with integrity, the Board ensures that good corporate governance is channelled into all levels of the Group. This enhances our reputation, builds trust and creates value for the business and stakeholders.

Board

  • The Board is responsible for monitoring that the Group operates as a responsible corporate citizen and that its strategy, risk, and opportunity assessment consider sustainability
  • The Board’s Sustainability Committee and Social and Ethics Committee support the Board in this regard

Sustainability and Social and Ethics Committees

Board Sustainability Committee:

  • Ensures that the sustainability strategy positions the Group as a leader in responsible retailing in the countries where we trade
  • Oversees that sustainability initiatives and objectives are effectively integrated into the business, and that the Group operates in an environmentally responsible manner
  • Together with the Risk, Information and Technology Committee, oversees sustainability and climate-related risks and opportunities
  • Approves the annual GBJ Report external assurance provider and reviews GBJ-related internal audit reports
  • Oversees the materiality determination and refresh process informing Vision 2025+ and the annual GBJ Report
  • Reviews and recommends the annual GBJ Report for approval to the Board
  • Meets twice a year

Board Social and Ethics Committee:

  • Oversees and reports on organisational ethics, the Group’s responsible corporate citizenship, sustainable development (excluding those matters within the remit of the Sustainability Committee), and stakeholder relationships, including the approval of a stakeholder engagement strategy
  • Assists the Board in discharging its responsibility regarding the approval, implementation, and monitoring of policies and practices that facilitate the Group’s responsible corporate citizen credentials. This ensures the Group operates in a sound and ethical manner
  • Reviews and approves new policies to govern and guide the business on socio-economic aspects, including stakeholder management
  • Ensures the Group meets its JSE Listings Requirements and progressive expectations in the context of Broad-based Black Economic Empowerment (BBBEE) credentials
  • Meets three times a year

Executive Committees (Excos) – WHL, Woolworths and Country Road Group

  • Review GBJ strategy and performance regularly

For more information on the Board and its committees, refer to the Board charter, committees’ Terms of Reference, and the Governance section of the Integrated Annual Report.

Group Head of Sustainability, Director of Corporate Social Justice, and Group People Director

  • Responsible, with Exco teams, for the Group’s GBJ-related strategy implementation and performance

The Group Head of Sustainability:

  • Reports into an Exco member
  • Reports twice-yearly to the Sustainability Committee on sustainability scorecard scores, sustainability and climate change strategy, and performance against approved targets
  • Reviews sustainability scorecard scores, performance, challenges, opportunities and learnings with sustainability champions twice-yearly
  • Works with the sustainability teams and sustainability champions across the Group to implement the sustainability and climate change strategy
  • Supports the Risk team in identifying environmental and climate-related risks for inclusion in the integrated risk management process

Director of Corporate Social Justice and Group People Director:

  • Are Woolworths and WHL Exco members, respectively
  • Report three times a year to the Social and Ethics Committee on people, social development, health and wellness, and stakeholder engagement, including performance against approved targets
  • Review GBJ-related performance, challenges, opportunities and learnings with the business regularly. Work with teams across the business to implement the relevant programmes
  • Support the Risk team in identifying people and community-related risks for inclusion in the integrated risk management process.

Sustainability, Corporate Social Justice and Human Resources teams, in conjunction with sustainability and Inclusive Justice Initiative (IJI) champions across the Group:

  • Co-ordinate, lead, and report on GBJ programmes
  • Work to strategically embed GBJ into the business and integrate it into the day-to-day operations and supply chain
  • Measure, monitor and report GBJ-related information, including for scorecard and annual reporting
  • Have representatives on an internal Sustainability Steering Committee that meets quarterly to share progress updates and GBJ-related trends and content

SCORECARDS

Sustainability

Woolworths (WSA) business units and Country Road Group (CRG) have a sustainability scorecard against which they measure their sustainability performance twice-yearly. The scorecards contain sustainability KPIs and associated targets aligned to environmental and supply chain aspects of the GBJ. A sustainability score is determined for each WSA business unit, WSA overall, and CRG by calculating the weighted average of each KPI’s performance against its associated target.

Corporate:

WSA business units and CRG also have corporate scorecards. These contain KPIs and targets aligned to the people and community aspects of the GBJ.

We include relevant KPIs and targets from these scorecards in employees’ and management’s personal performance scorecards across the Group as part of our Integrated Performance Management system. Relevant KPIs could, for example, include BBBEE, local sourcing, carbon, electricity, waste, packaging, water, and responsibly sourced commodities.

We specifically include the sustainability scorecard scores for WSA as a whole and CRG as one of the indicators used to measure the performance of the Group strategy. The scores also influence the calculation of the Group CEO’s and executive directors’ variable pay.

We have also included GBJ-related KPIs in the long-term incentive scheme for executives. For more information, refer to the Remuneration Report

Policies and position statements

Various policies and position statements support the GBJ programme across the Group. These cover our operations, business partners, suppliers, and materials or products.

Reporting systems

GBJ performance against targets and sustainability and corporate scorecards is reported to management, Exco and the Board and committees, thereby informing decision-making, strategy and business plans. This is supported by data gathered and maintained in internal reporting systems and portals.