Corporate Governance
GRI: 2-9, 2-10, 2-11, 2-12, 2-13, 2-17, 3-3, 405-1a i & iii
G
Published: June 14, 2024
At a Glance
- Walmart has a Board of Directors with diverse perspectives, strategic skill sets, and relevant professional experience: all have senior leadership experience, 73% are independent1, 27% are women and 18% come from racially/ethnically diverse backgrounds.
- Strong corporate governance practices, including appointing a Lead Independent Director and having Independent Directors lead all governance committees, facilitates oversight of our strategy and risks.
- Walmart actively manages and oversees ESG matters, with management setting ESG strategies and promoting accountability through incorporation of non-financial metrics into certain leadership performance goals, and the Board, through its Board committees, overseeing the strategy through discussions with management on topics including sustainability, human capital, and data privacy and cybersecurity.
We aim to create an environment of accountability, transparency, and trust in our business that fosters business integrity, financial stability, and responsible and long-term growth.
Metrics2 |
2022 |
2023 |
2024 |
| Director independence: Independent directors as a percentage of all directors |
64% Independent | 64% Independent | 73% Independent |
| Director independence: Non-management directors as a percentage of all directors |
91% Non-Management | 91% Non-Management | 91% Non-Management |
| Director diversity: Female directors as a percentage of all directors |
27% Female | 27% Female | 27% Female |
| Director diversity: Racially/ethnically diverse directors as a percentage of all directors |
18% Racially/ethnically diverse | 18% Racially/ethnically diverse | 18% Racially/ethnically diverse |
| Board and committee meeting attendance rate: Meetings attended as a percentage of all meetings | 98% (FY2021) | 99% (FY2022) | 98% (FY2023) |
| Shareholder engagement: Percentage of public float engaged since preceding Annual Shareholders’ Meeting | 34% | 39% | 37% |
We believe strong corporate governance fosters resilience, long-term success and growth, stakeholder consideration, risk minimization, and investor trust. We also believe our corporate governance practices exemplify our values, help us deliver quality service and results, and cultivate lasting shareholder value.
Strong corporate governance starts with setting the structures and incentives to help the company thrive in the long term and flows through to everyday practices.
Our approach to corporate governance includes:
- Maintaining a majority independent Board of Directors (“Board”) with diverse backgrounds and relevant experiences and skills;
- Board and management oversight of strategy, risks, and opportunities; and
- Board committee discussion and oversight of matters relevant to priority Walmart ESG issues.
We engage regularly with and receive feedback from a wide variety of stakeholders, including shareholders, customers, associates, and suppliers. We also design our compensation programs to support our enterprise strategy and to align our leadership team with our culture, strategy and organizational structure. Read more in our most recent Proxy Statement.
Board Structure and Composition
Walmart’s Board is responsible for overseeing our company’s business strategy and strategic planning, as well as overseeing and monitoring the management of the most significant risks that could impact the company.
We believe the Board’s oversight and our management’s execution of our business strategy help promote shared value: the creation of long-term shareholder and stakeholder value in a sustainable manner, with a focus on assessing potential opportunities and risks.
The Board has adopted a set of Corporate Governance Guidelines to serve as a flexible framework to assist the Board in the exercise of its responsibilities, including:
- Annual review of Board leadership structure
- Majority independent Board
- Separate Chair and CEO roles
- Lead Independent Director role
- Governance-related Board committees chaired by independent directors3
- Board obligated to follow Walmart’s Code of Conduct when they are acting in their capacity as Board members
- Policy to include women and ethnically and racially diverse candidates in all new director candidate pools
Read more: 2024 Proxy Statement
Board Overview
Board Nominee Demographics | |
| Age | 54 years Median Age |
| Tenure |
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| Highly Engaged Board |
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| Independence |
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Relevant Skills and Experience
The nominees possess a balance of distinguished leadership, diverse perspectives, strategic skill sets, and professional experience relevant to our business and strategic objectives, including:
Experience and Skills Relevant to the Successful Oversight of our Strategy
Retail Experience
As the world’s largest retailer, we seek directors who possess an understanding of financial, operational, and strategic issues facing large retail companies.
Technology or eCommerce Experience
In order to support our omni-channel strategy to combine our unique physical and digital assets and capabilities, we seek directors with experience in related industries who can provide advice and guidance on the development, uses, and risks of technology, such as cybersecurity, as well as eCommerce, omni-channel, and digital businesses.
Global or International Business Experience
Directors with broad international exposure provide useful business and cultural perspectives, and as a global organization, we seek directors with experience at multinational companies or in international markets.
Marketing or Brand Management Experience
Directors with relevant experience in consumer marketing or brand management, especially on a global basis, provide important insights to our Board.
Experience and Skills Relevant to Effective Oversight and Governance
Senior Leadership Experience
Directors who have served in relevant senior leadership positions bring unique experience and perspective. We seek directors who have demonstrated expertise in governance, strategy, development, human capital management, workforce development, and execution.
Regulatory, Legal, or Risk Management Experience
Our company’s business requires compliance with a variety of regulatory requirements across a number of federal, state, and international jurisdictions. Our Board values the insights of directors who have experience advising or working at companies in regulated industries, and it benefits from the perspectives of directors with governmental, public policy, legal, and risk management experience and expertise.
Finance, Accounting, or Financial Reporting Experience
We value an understanding of finance and financial reporting processes because of the importance our company places on accurate financial reporting and robust financial controls and compliance. We also seek to have multiple directors who qualify as audit committee financial experts.
Board Diversity
Diversity, equity and inclusion are values embedded in our culture and fundamental to our business. We believe that a board comprised of directors with diverse backgrounds, experiences, and perspectives and viewpoints improves the dialogue and decision-making in the boardroom and contributes to overall Board effectiveness. To this end, the Board has adopted a policy that all director candidate pools will include women and racially and ethnically diverse candidates. The Board assesses the effectiveness of its approach to Board diversity as part of the Board and committee evaluation process.
Oversight of Strategy, Risks, and Opportunities
Board and Management Roles and Responsibilities
Walmart continues to grow and transform its business. Management defines the strategy and risk management principles for this transformation, while the Board and its committees oversee and guide management.
The Board has six standing committees, governed by Committee Charters:
- Strategic Planning and Finance Committee
- Technology and eCommerce Committee
- Audit Committee
- Compensation and Management Development Committee
- Nominating and Governance Committee
- Executive Committee
Each of the governance-related Board committees, as well as our Strategic Planning and Finance Committee, is led by an independent chair.4
The Board and the Board committees also actively oversee and monitor the management of the most significant risks that could impact our company. The Board, Board committees, and management coordinate risk oversight and management responsibilities in a manner that we believe serves the long-term interests of our company and our shareholders through established periodic reporting and open lines of communication.
Board and Management Oversight of Risk
Board Oversight
- Has primary responsibility for overseeing risk management
- Evaluates and approves strategic objectives and considers related risks
- Delegates certain risk management oversight responsibilities to Board committees. The Board receives regular reports from Board committee chairs regarding risk-related matters as deemed necessary
- Engages with and receives regular reports from management (whether at the Board or Board committee level), including the CFO, the Chief Legal Officer, the Global Chief Ethics and Compliance Officer (who reports to the Chief Legal Officer), the Chief People Officer, the Chief Technology Officer, the Chief Information Security Officer (who reports to the Chief Technology Officer), and the Chief Audit Executive (who reports to the CFO), regarding risk-related matters
Technology and eCommerce Committee
Oversees risks associated with:
- Integration of information technology, eCommerce, and innovation efforts with overall strategy
- Emerging trends in technology and eCommerce
Strategic Planning and Finance Committee
Oversees risks associated with:
- Financial status and financial matters, including capital expenditures, annual financial plans, and dividend policies
- Long-range strategic plans
- Potential acquisitions and divestitures
Audit Committee
- Responsible for oversight of overall risk identification, monitoring, and mitigation processes and policies, including the enterprise risk management process
- Reviews and assesses the company’s risk disclosures included in the company’s quarterly and annual reports filed with the SEC
Oversees risks associated with:
- Financial statements, systems, and reporting
- Legal, ethics, and compliance
- Information systems, information security, data privacy, and cybersecurity
- Related person transactions
- Internal investigatory matters
Compensation and Management Development Committee
Oversees risks associated with:
- Senior executive compensation
- Senior executive development, succession planning, and retention
- Human capital management, including pay; benefits; belonging, diversity, equity, and inclusion; recruiting and retention; and culture
Nominating and Governance Committee
Oversees risks associated with:
- Corporate governance
- Director succession planning
- Social, community, and sustainability initiatives, including those related to climate change
- Charitable giving strategy
- Legislative affairs and public policy engagement strategy
- Strategic and Operational Management Committees
- Legal, Regulatory and Compliance Risk Management Committees
- Financial Risk Management Committees
- Global Audit Services
Managment Oversight
Management is responsible for the enterprise risk assessment process and the day-to-day management of risks. Management considers risks in categories which include, but are not limited to, the following:
- Strategic risks
- Reputational risks
- Financial risks
- Legal, regulatory, and compliance risks
- Operational risks, including information systems, information security, data privacy, cybersecurity, physical security, geopolitical, supply chain, and the long-term impacts of climate change, whether involving physical or transition risks
Read more: 2024 Proxy Statement
Board and Management Oversight of ESG
Walmart's management is responsible for developing Walmart's ESG strategies and accountable for progress, while the NGC exercises oversight over Walmart's overall ESG strategy and certain priority issues.5
Walmart’s Executive Vice President and Chief Sustainability Officer (CSO) helps define our ESG priorities and provides dedicated management and oversight of Walmart’s global ESG initiatives and goals. The CSO provides updates on our ESG agenda and progress to the Nominating and Governance Committee of the Walmart Board at least annually.
Board Committee ESG Discussions
In FY2024, management discussed and provided updates to the Nominating and Governance Committee of the Board about a number of topics, including:
- Walmart's shared value approach to regeneration/ESG and its integration into our business strategies;
- Walmart's ESG priority issues;
- Walmart's ESG goals and strategies and progress toward them;
- External trends and increasing regulatory activity on ESG matters; and
- Walmart's ESG governance, including enhancement of ESG disclosure controls and procedures.
Additionally, Board committees have oversight responsibility for certain ESG priority issues. Committee meetings in FY2024 included the following ESG topics:
Committee |
ESG Issues Overseen |
ESG Discussion Topics |
| Audit Committee |
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| Compensation and Management Development Committee | Human capital management strategies, including:
|
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| Nominating and Governance Committee |
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Read more: ESG Oversight and Management
ESG Priorities and Management Compensation
Performance on priority Walmart ESG issues is integrated into the annual performance objectives of relevant officers’ roles. Certain officers have also built ESG objectives into their individual goals and objectives, which form part of the basis on which their performance is evaluated. For example, certain People team leaders have goals and objectives centered on executing our human capital and associate opportunity strategies, certain Operations leaders have goals and objectives relating to reducing waste and energy transformation, and certain Merchandising and Sourcing leaders have goals and objectives relating to sustainable sourcing and sustainable packaging.
- Walmart must find directors with a strategic blend of skills, experiences, and expertise to provide effective oversight and serve as a strategic resource to management. Many other companies are seeking similar board candidates and executives.
- Walmart’s business is evolving rapidly, and oversight and management responsibility must evolve with Walmart's omni-channel transformation. Moreover, major global events can disrupt our business operations and necessitate rapid changes to our business strategies; the Board and management must collaborate closely to navigate these challenges.
- Shareholders express divergent views on certain corporate governance practices, including Board independence, diversity, term limits, committee structures, and executive compensation.
1. Independent as defined in the NYSE Listed Company Rules.
2. Metrics presented correspond with information reported in Walmart's Annual Proxy Statements for the stated years; director metrics are based on nominees for election at the Annual Shareholders’ Meeting for each year.
3. The three committees that are considered governance committees are the Audit Committee, Nominating and Governance Committee (NGC), and the Compensation and Management Development Committee (CMDC). The Strategic Planning and Finance Committee, although not considered a governance-related committees, is also chaired by an Independent Director.
4. All members of the Audit Committee, NGC, and CMDC are independent.
5. Walmart’s shared-value approach- integrating ESG priorities into the company’s strategic objectives- means that when we seek directors with the skills and experiences identified in the Proxy Statement, those directors likewise have the backgrounds, skills, and experience appropriate for oversight of the company’s ESG strategies.
