Board and Management Oversight of ESG
Walmart's management is responsible for developing Walmart's ESG strategies and accountable for progress, while the Board and NGC exercise oversight over Walmart's overall ESG strategy and certain priority issues.
Walmart’s Chief Sustainability Officer (CSO) helps define the ESG agenda and provides dedicated management and oversight of Walmart’s global ESG initiatives and goals through a team led by Walmart's Vice President, ESG. The CSO reports to our Executive Vice President, Corporate Affairs and updates the Walmart executive leadership team on ESG strategies and priorities.
Walmart’s ESG Steering Committee is a management committee that stays informed of ESG strategies and efforts and works to ensure enterprise-wide alignment on ESG management strategies and priority business initiatives. The Steering Committee typically meets biannually and is composed of leaders from functions that drive Walmart's strategies on priority ESG issues — including Ethics and Compliance, People, Global Public Policy and Government Affairs, and Sustainability (including climate strategy) — as well as leaders responsible for Walmart's corporate reporting, including the Office of the Corporate Secretary, the Controller’s Office, Investor Relations, and Global Audit.
Formalizing established practice, Walmart's Disclosure Committee established an ESG Disclosure Committee in FY2023 to supervise, review, and monitor the preparation of ESG reports and information for publication. The ESG Disclosure Committee, as a subcommittee of the Walmart Disclosure Committee, is run by management and its members include the Chief Disclosure Officer; Chief Audit Executive; Senior Vice President, Investor Relations; Executive Vice President and Chief Sustainability Officer; Senior Vice President, Office of the Corporate Secretary; and Chief Counsel for Finance and Corporate Governance. Additional duties of the ESG Disclosure Committee include the approval and maintenance of information governance standards related to the production of ESG reports and information.
Walmart’s Corporate Governance Guidelines state that, among other things, the Board is expected to show, through its actions, its awareness that the Company’s long-term success depends upon its strong relationship with its customers, associates, suppliers and the communities, including the global community, in which it operates.
The CSO provides updates on our ESG agenda and progress to the Nominating and Governance Committee of the Walmart Board at least annually. In FY2023, the Nominating and Governance Committee of the Board discussed:
- Walmart's shared value approach to ESG and its integration into our business strategies
- Walmart's ESG strategies and progress against those strategies
- External trends and increasing regulatory interest with regard to ESG matters — including key investor areas of activity, the ESG ratings landscape, proposed SEC rules, and emerging disclosure regimes — and Walmart's strategies to prepare for and address them
- Walmart’s strategy and progress toward strengthening ESG governance as well as disclosure controls and procedures
Additionally, Board committees have oversight responsibility for certain ESG priority issues. Discussions in 2022 included the following: