Governance

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Overseeing the ESG Agenda

Overseeing the ESG Agenda

Quick Facts

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    The Nominating and Governance Committee of the Walmart Board of Directors, which reviews our ESG initiatives, met five times during FY2019
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    Walmart’s Chief Sustainability Officer provides regular updates to the Nominating and Governance Committee on ESG issues and initiatives
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    As of February 7, 2019, our board included nine men and three women, and two of our directors are of racially or ethnically diverse backgrounds
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    Walmart is a signatory to Catalyst CEO Champions for Change

The Walmart Board is comprised of individuals whom we believe collectively provide an appropriate balance of distinguished leadership, diverse perspectives, strategic skill sets and professional experience relevant to our business and strategic objectives. Our Board has five primary standing committees, including the Nominating and Governance Committee, which reviews and advises management on Walmart’s ESG initiatives. In FY2019, the Nominating and Governance Committee met five times.

Our Chief Sustainability Officer (CSO) reports to our Executive Vice President, Corporate Affairs and provides management direction and oversight of Walmart’s publicly stated global ESG initiatives and goals. Both executives provide regular reports to the Nominating and Governance Committee on our ESG initiatives. In addition, the CSO presides over a cross-functional ESG Steering Committee, which is a management committee that meets biannually and is made up of leaders from various departments. Experts from these represented departments are also part of an ESG Working Group that meets quarterly to develop management strategies, identify potential impacts to the business and keep the ESG Steering Committee informed of relevant projects and initiatives.

In addition, an ESG team, which reports directly to the CSO, as well as others at Walmart — including our corporate leaders — connect with stakeholders through formal reviews of ESG priorities and on an ongoing basis to stay abreast of ESG issues, challenges and opportunities. These discussions enable us to understand stakeholders’ priority issues, which are detailed in the Stakeholders and their ESG priorities section of this report.

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We engage with our stakeholders as outlined below:

Associates

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Our associates are the core of our business, and we engage with them in a variety of ways including: personal one-on-one interaction, team meetings, cascaded leadership communications, company intranet, Facebook Workplace and other social media, as well as traditional digital communications such as email. We use the feedback we receive from our associates to understand the issues that are paramount to them, and we try to respond as effectively as possible.

Transparency and communication are key to driving Walmart’s internal culture of trust, and we are committed to continual improvement in these efforts. For more on how we engage with our associates and integrate their feedback into the business, see our Associate voice section.

Customers

Understanding the needs of our customers is a top priority. We use a variety of channels to solicit feedback and communicate with our customers. These include:

  • Focused research through surveys and in- person discussions
  • Social media interaction through managed Facebook and Twitter pages
  • In-person communication in our stores
  • Outreach through email and phone, as well as communication through our customer call centers

We have listened to our customers’ questions regarding topics such as product country of origin, nutrition profile of foods, ingredients and responsible sourcing, and are working to respond to their preferences.

Suppliers and others in the supply chain

An important lever in achieving the system-wide change we aspire to is the power of our purchase orders and our relationships with our suppliers. Therefore, we use multiple channels to communicate with them. We engage with our suppliers to share our standards and expectations; provide trainings; receive their feedback and input on a variety of topics; and help improve the sustainability of supply chains. For example:

  • Walmart’s Responsible Sourcing Academy houses information about our standards for worker safety in factories, training, best practices and educational materials developed by third parties and by Walmart.
  • We provide additional outreach and support for minority- and women-owned businesses to increase the diversity of our supplier pipeline.
  • We host a variety of live and online events, communicate at trade events and keep in close communication with suppliers via timely updates.
  • We encourage suppliers to report through the Sustainability Index, a science-based, third-party tool developed by The Sustainability Consortium in collaboration with universities, non- governmental organizations (NGOs) and suppliers.

For more information on how we interact with our suppliers, please see the Responsible Supply Chains, Climate Change: Project Gigaton and the Providing Safer, Healthier Food & Other Products: Sustainable chemistry sections of this report.

Communities

At Walmart, we work hard to support the communities where we operate and where our associates and customers live. See the Communities section of this report for more information.

Shareholders

We engage with shareholders through:

  • Formal communications: Quarterly earnings materials, Securities and Exchange Commission (SEC) filings, investor conferences, investment community meetings, annual live earnings call with the investment community, our annual report to shareholders, our annual proxy statement and other information made available via our corporate website
  • Shareholder outreach programs: Shareholder outreach is conducted during the year to discuss corporate governance, executive compensation and other matters related to Walmart’s enterprise strategy
  • Walmart resources: Our website and hotline

During these engagements, we provide updates on our corporate strategy, recent operational and financial results, competitive landscape, Board composition and governance, executive compensation and ESG initiatives. We hear diverse perspectives from our investors on Board governance, and we provide this shareholder feedback to our Nominating and Governance Committee.

Governments

The guiding principle for Walmart’s government engagement is to promote public policy that fulfills the interests of our customers and the public as well as our business. We believe that sound public policy is the result of good-faith government and stakeholder actions that promote the intersection of those interests. Whether the issue involves federal or state taxation, trade, technology or policies related to the workforce of the future, we advocate with a view toward the long-term interests of our associates, our customers and the communities in which we work and live. We are committed to providing substantive and technical input and advice to legislative bodies and executive agencies across all issues where we have expertise and make it a practice to do so in ways that build relationships of trust.

NGOs, advisory councils and grantees

Many problems facing the world today, from deforestation to human trafficking, are beyond the scope of any single organization to resolve. Because we aim to create lasting impact and system-wide change, Walmart and the Walmart Foundation collaborate with leading third parties to help solve complex problems. We have direct dialogue with many institutions — both our critics and advocates — to understand critical ESG issues and the role Walmart can play to help address them. We have created and engaged with several advisory councils to offer critical input on Walmart’s business and ESG practices and initiatives. These include, among others, the Living Green Working Group, comprised of representatives of environmental NGOs, and the Workforce Advisory Council, which is made up of experts in workforce development. Working with third-party advisory councils enables us to benefit from an array of expertise and opinions and helps us shape our business initiatives.

We also seek to promote ecosystems and networks that allow grantees to multiply their impact by learning from and supporting one another. Learn more about our philanthropy and the Walmart Foundation at Walmart.org.

ESG research analysts

We have ongoing conversations with ESG analysts and researchers. We interact with ESG analysts holding a variety of viewpoints on our company, and these diverse perspectives inform our initiatives and help make us more effective.

In these conversations, we discuss Walmart’s strategy, governance practices, compliance programs and other ESG-related matters.

Policies & Resources

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Board Diversity

We believe that a Board comprised of directors with diverse backgrounds, experiences and perspectives improves dialogue and decision-making and contributes to overall board effectiveness.

Among other factors, our Nominating and Governance Committee includes gender and racial diversity among the factors reviewed and considered in the director nomination process. We also evaluate our overall approach to Board diversity annually during the Board and Committee evaluation process. As of February 7, 2019, our Board included nine men and three women, and two of our directors are of racially or ethnically diverse backgrounds. Walmart is also a signatory to Catalyst CEO Champions for Change.

For more information on our Board and other corporate governance topics, please visit our corporate website.

Ethics & Compliance

Quick Facts

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    As of January 2019, we have more than 1,900 associates on our Ethics & Compliance team
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    Our global Ethics & Compliance Program addresses 14 areas of relevance to the changing retail sector
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We operate in 27 countries, source products from more than 100 countries and employ approximately 2.2 million associates from diverse backgrounds. We expect our team members, suppliers and contractors to consistently champion a common culture and set of values. These include treating all people with respect, acting with personal integrity and complying with the laws of the communities in which we operate. We also value our culture of open, honest and direct dialogue among all associates.

The Audit Committee of our Board of Directors has risk oversight responsibility for ethics and compliance matters. Our Global Chief Ethics & Compliance Officer leads our Ethics & Compliance team and reports to the company’s Executive Vice President, Global Governance, Chief Legal Officer and Corporate Secretary. Our Ethics & Compliance programs have six basic building blocks:

1. Leadership

2. Risk assessment

3. Standards and controls

4. Awareness

5. Training

6. Monitoring and response

Our program also addresses 14 key areas of relevance to the changing retail sector:

  • Anti-corruption
  • Antitrust
  • Consumer protection
  • Environmental
  • Anti-money laundering
  • Food safety
  • Health and safety
  • Health and wellness
  • Labor and employment
  • Licenses and permits
  • Privacy
  • Product safety
  • Responsible sourcing
  • Trade

We provide a variety of resources for our stakeholders to raise questions or concerns, including:

  • Global helpline: It is available to stakeholders around the world 24 hours a day, 7 days a week, and is equipped to handle most languages spoken in the retail markets where we operate. Reports can be made anonymously.
  • Global email address: This is available for reporting concerns, asking questions or simply seeking guidance for situations which may be unclear. All contacts are received by Walmart’s Global Ethics and Compliance team in Bentonville, Arkansas.
  • WalmartEthics.com: This website is available in 13 languages and is accessible globally. Stakeholders can ask questions, read our Statement of Ethics, submit ethical concerns and follow up on previously reported concerns.

In addition to these resources, Walmart maintains a global case management system that serves as both a repository for ethics cases and a system for managing them. We have a documented process for handling ethical concerns that promotes consistency across our global operations. Our Global Ethics team promptly reviews, analyzes and assigns each actionable complaint — including those submitted anonymously. The Global Ethics team also oversees the prompt and thorough investigation of all actionable ethics complaints.

On June 20, 2019 Walmart announced that we entered into a global settlement with the U.S. Department of Justice (DOJ) and the Securities and Exchange Commission (SEC) that resolves a more than seven-year investigation into the company’s compliance with the U.S. Foreign Corrupt Practices Act (FCPA). Additional information can be found in our press release. Since launching our internal review in 2011, Walmart has taken actions over the years to enhance the Global Anti-Corruption Program and several of these were recognized by the DOJ and SEC:

  • Hiring dedicated home office and market-level anti-corruption compliance leadership including a Global Ethics and Compliance Officer, an International Ethics and Compliance Officer, and a Global Anti-Corruption Officer;
  • Enhancing the company’s Global Anti-Corruption Training and Awareness Program;
  • Enhancing internal controls on the selection and use of third-party intermediaries who interact with government officials on Walmart’s behalf;
  • Terminating business relationships with third parties involved in the conduct at issue.

*All content pertaining to the FCPA ruling was added on June 27, 2019. As noted above, the ruling was announced on June 20, 2019, after the original ESG report was published on May 7, 2019.

Safety

We prioritize providing safe and healthy working environments. Read more about Health & Safety at Walmart.

For more info and our Statement of Ethics, please visit our Ethics & Compliance website and WalmartEthics.com.

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Policies & Resources

Cybersecurity & Data Privacy

We have developed a program designed to protect our global enterprise, which is based on the National Institute of Standards Framework for Improving Critical Infrastructure Cybersecurity. We have also established defined procedures for responding in the event of a breach, including when and how to engage with internal management, stakeholders and law enforcement.

We have privacy policies in place regarding our treatment of customer data in both our offline and online U.S. Walmart and Sam’s Club retail environments. Our policies provide explanations of the types of information we collect, how we

use and share information, and generally describe the measures we take to protect the security of that information. Our policies also describe how customers may initiate inquiries and raise concerns regarding the collection, sharing and use of their personal data.

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Policies & Resources