Walmart 2013 Annual Report Download - page 14

12 || Walmart 2013 Annual Report
Strong corporate governance
guides our decisions
Walmart has one of the highest quality public company board of
directors. We are guided by strong governance principles and are
rooted in our service to shareholders, as well as in making decisions
that strengthen our ability to serve customers.
One of our most important priorities is
compliance and Walmart is implementing
a stronger global compliance organization.
Our entire board supports strengthening
procedures, recruiting talent and expertise,
and investing further in compliance training
for associates. In addition, we’ve aligned our
global compliance, ethics, investigations,
and legal functions under one organization
and, beginning this scal year, the compen-
sation of our senior executives will be tied
to achieving compliance goals. As we
previously disclosed, our board has taken
responsibility to investigate the allegations regarding the Foreign
Corrupt Practices Act. The Audit Committee, which is composed
only of independent directors, has direct oversight of the
investigation and meets frequently to review the progress made
by third-party legal and accounting experts, who have dedicated
countless hours to the investigative and compliance eorts. We
are dedicating all necessary resources to ensure clear standards
and market-specic processes are in place.
Every year, I’m impressed with the time and preparation each
board member brings to representing Walmart’s shareholders.
Even with the additional board and committee meetings this
past year, attendance at these meetings was 97 percent.
Strong governance framework
Walmart’s board encourages and embraces diversity of thought
from our members. Our directors are recognized leaders in their
elds, each with experience and expertise covering many global
industries – retail, technology, nance, brand management, and
strategy. This diversity of perspective is critical to providing guidance
to management.
During the past year, Marissa Mayer and Tim Flynn joined the board
and brought deep experience in important areas like technology
and nancial reporting. This year, we recognize three directors –
Jim Breyer, Michele Burns and Arne Sorenson – who will rotate o
the board in accordance with our governance guidelines. Jim and
Michele served Walmart shareholders for more than a decade and
Arne, who was recently promoted to CEO of Marriott International,
Inc., is leaving us after ve years of service on our board to focus
on his increased responsibilities. They’ve been exceptional
contributors and we thank them for their dedicated service.
We are proud of our family’s position as shareholders and pleased
that we have representation on the board. At the same time, we
are committed to an independent board. Twelve of our current
members are independent, and we have an independent presiding
director. For more than 25 years, we have had separate Chairman
and CEO roles.
As board members, we constantly challenge one another to ensure
that we are focusing on the issues that are important to our
shareholders. Two years ago, we created a new board committee
focused on technology and e-commerce, and we formalized board
committee oversight for sustainability and corporate responsibility.
This year, we added board committee oversight for legislative aairs
and public policy engagement strategies, as well as adopted
restrictions on hedging and pledging of Walmart stock.
Progress made is the foundation for a bright future
As I reect on scal 2013, there are many areas where Dad would be
proud. He would applaud the outstanding service of our 2.2 million
associates. He would love the progress we made in reducing
operating expenses as a percentage of sales, as we continue
delivering on our mission to help customers save money so they
can live better. Although the Internet as we know it wasn’t around
in Dad’s day, he’d be excited about how we’re innovating in
the changing retail landscape. We’ve made more progress in
e-commerce and its integration with our stores this year than
in the last decade.
There is no doubt Walmart has a secure and bright future, and our
board plays a vital role in reviewing and approving the business
strategies. Integrity, transparency, openness and independence
guide our decisions. Just as our associates are focused on the
fundamentals of taking care of customers, the board is very
engaged for our shareholders.
Thank you for your support of our company. I encourage you to
review the details about our board members, governance structure,
executive compensation and other policies in the proxy statement
that accompanies this report. We look forward to your participation
in our Annual Shareholders’ Meeting June 7.
S. Robson Walton
Chairman of the Board of Directors
Wal-Mart Stores, Inc.