Corporate Governance
Our Aspiration
Walmart aims to create an environment of accountability, transparency, and trust in our business, fostering business integrity, financial stability, and responsible and long-term growth.
Relevance to Our Business and Society
Strong corporate governance reflects Walmart’s values and supports long-term shareholder value by fostering trust, strengthening resilience, mitigating risk, and enabling us to deliver quality service and results.
Role and Composition of the Board of Directors
Maintaining a majority independent Board with distinguished leadership, a broad range of backgrounds and perspectives, and professional experience relevant to Walmart’s business and our ongoing strategic transformation.
- Walmart's Board oversees the company's business strategy, strategic planning, and management of significant risks while helping promote long-term shareholder value.
- The Board has adopted Corporate Governance Guidelines that assist the Board in the effective exercise of its responsibilities, including annual review of Board leadership structure, a majority independent Board, separate Chair and CEO roles, a Lead Independent Director role, and fully independent governance committees.
- Board members bring a mix of leadership experience, diverse perspectives, and expertise in retail, global business, technology, finance, legal, regulatory, and risk management relevant to Walmart's strategy.
- As of the time of the 2026 Annual Shareholders’ Meeting, the Board had a median tenure of eight years and 73% independent membership. The Board had a 98% attendance rate at its five Board meetings and 26 Board committee meetings during FY2026.
Oversight of Strategy and Risk
Management defines the strategy and risk management principles for Walmart’s omnichannel transformation, with the Board and its committees overseeing and guiding management.
- The Board and its committees actively oversee the company's most significant risks, recognizing that reasonable and responsible risk-taking is essential to innovation, growth, and achievement of strategic objectives.
- The Board, Board committees, and management coordinate risk oversight through established periodic reporting and ongoing communication designed to support the company's long-term interests and those of its shareholders.
Oversight of ESG Priorities
Board committee oversight of matters relevant to shared value, including Walmart’s priority ESG issues.
- Walmart's shared value governance begins with the CEO and executive leadership, with oversight by the Board and its committees. The CSO leads management oversight of shared value goals and initiatives through the ESG team.
- Walmart's ESG Disclosure Committee oversees preparation of annual ESG reporting and public ESG disclosures and maintains information governance standards. The committee includes leaders from Corporate Affairs, Investor Relations, Controllership, Legal, Audit, and Strategy and is chaired by the CSO.
- The Walmart Executive Council receives regular updates on shared value strategies and performance, while the CSO provides at least annual updates to the Board. During FY2026, discussions included ESG governance, disclosure controls, regulatory developments, and performance on key metrics.
- Shared value-related risks are incorporated into Walmart's Enterprise Risk Management process. The Audit Committee oversees enterprise risk identification, monitoring, and mitigation, and reviews the results of the annual ERM assessment.
- Shared value investments are evaluated through Walmart's standard enterprise planning and capital allocation processes and overseen by established governance bodies, using the same financial frameworks applied to other company investments.
