GOVERNANCE AND
MANAGEMENT

The WHL Board remains resolute in its high standards of governance, ethics, and integrity. By setting an ethical tone at the top and leading effectively with integrity, the WHL Board ensures that good corporate governance is channelled into all levels of the organisation to enhance our reputation, build trust and, ultimately, result in value creation for the business and stakeholders. The WHL Board oversees strategy, risk, and performance, while operational responsibility resides with management.

WHL BOARD

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

WHL BOARD SUSTAINABILITY AND WHL BOARD SOCIAL AND ETHICS COMMITTEES

WHL Board Sustainability Committee:

• Ensures that the sustainability strategy positions the Group as a leader in responsible retailing in the countries where it trades
• 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 per annum

WHL 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 Board 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, thereby ensuring the Group is operating in a sound and ethical manner
• Reviews and signs off on new policies developed to govern and guide the business on some socio-economic aspects, including stakeholder management
• Ensures WHL meets its JSE Listings Requirements and progressive expectations in the context of Broad-based Black Economic Empowerment (BBBEE) credentials
• Meets three times per annum

EXECUTIVE COMMITTEES (EXCOs) – WHL, WOOLWORTHS AND COUNTRY ROAD GROUP

For more information on the Board and its committees, refer to the Board Charter, committees’ Terms of Reference, and the Governance section of the IAR.

EXECUTIVE COMMITTEES (EXCOs) – WHL, WOOLWORTHS AND COUNTRY ROAD GROUP

• Review GBJ strategy and performance regularly

GROUP HEAD OF SUSTAINABILITY, DIRECTOR OF CORPORATE AFFAIRS, 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 WHL Board 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

The Director of Corporate Affairs and Group People Director:

• Are WSA and WHL Exco members, respectively
• Report three times per year to the WHL Board Social and Ethics Committee on people, social development, health and wellness, and stakeholder engagement, including performance against approved targets
• Review related performance, challenges, opportunities, and learnings with the business regularly, and 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 AFFAIRS 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. These scorecards include a set of relevant 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 that contain KPIs and targets aligned to the people and community aspects of the GBJ

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

The Sustainability Scorecard scores for WSA as a whole and CRG are specifically included as one of the indicators used to measure the performance of the Group strategy. The scores also influence the calculation of the Group CEO and executive directors’ variable pay

In addition, GBJ-related KPIs have been included in the executives’ long-term incentive scheme. For more information, refer to the Remuneration Report

POLICIES AND POSITION STATEMENTS

• Supporting the GBJ programme across the Group are various policies and position statements. These policies and position statements cover our operations, business partners and suppliers, and materials or products

REPORTING SYSTEMS

• Supporting reporting of GBJ performance against targets and against sustainability, and corporate scorecards to management, Exco and the WHL Board and committees, which ultimately inform decision-making, strategy, and business plans, is informed by data gathered and maintained in internal reporting systems and portals across the Group