23 September 2020
The Manager
Market Announcements Office
Australian Securities Exchange
Dear Manager,
2020 CORPORATE GOVERNANCE STATEMENT AND APPENDIX 4G
In accordance with ASX Listing Rules 4.7.3, 4.7.4 and 4.10.3, attached is the Wesfarmers Limited 2020 Corporate Governance Statement and Appendix 4G.
Yours faithfully,
Vicki Robinson
Executive General Manager
Company Secretariat
This announcement was authorised to be given to the ASX by the Wesfarmers Limited Board.
2020 Corporate Governance Statement
1 | Roles and responsibilities of the Board and management | 3 |
2 | Structure and composition of the Board | 4 |
2.1 | Independence of the Chairman | 6 |
2.2 | Director independence | 6 |
2.3 | Directors' rights and obligations | 7 |
2.4 | Committees of the Board | 8 |
2.5 | The role of the Company Secretary | 8 |
3 | Board succession planning | 9 |
3.1 | Appointment of new non-executive directors | 9 |
3.2 | Induction of new non-executive directors and | 9 |
ongoing director development | ||
3.3 | Evaluation of the Board, committees and directors | 9 |
4 | Remuneration and evaluation of senior executives | 10 |
4.1 | Remuneration | 10 |
4.2 | Evaluation of the performance of senior executives | 10 |
5 | Governance policies | 11 |
6 | Ethical and responsible behaviour | 13 |
7 | Investor engagement | 14 |
8 | Integrity in financial reporting | 15 |
8.1 | Role of the Audit and Risk Committee | 15 |
8.2 | Role of the Disclosure Committee | 15 |
8.3 | Role of the external auditor | 15 |
9 | Risk Management | 16 |
9.1 | Risk Management Framework | 16 |
9.2 | Risk management oversight and responsibility | 17 |
9.3 | Internal Audit Function | 18 |
9.4 | Risk certification | 18 |
10 | Inclusion and diversity | 19 |
10.1 | Wesfarmers' vision for reconciliation | 19 |
10.2 | Gender balance and inclusion | 20 |
Wesfarmers 2020 Corporate Governance Statement | 1 |
The Board of Wesfarmers Limited
The Board of Wesfarmers Limited is committed to providing a satisfactory return to its shareholders and fulfilling its corporate governance obligations and responsibilities in the best interests of the company and its stakeholders. This corporate governance statement details the key aspects of the governance framework and practices of Wesfarmers. It regularly reviews its governance framework and practices so as to ensure they consistently reflect market practice and stakeholder expectations.
The Board believes that the governance policies and practices adopted by Wesfarmers during the reporting period for the year ended 30 June 2020 follow the recommendations contained in the third edition of the ASX Corporate Governance Council's
Corporate Governance Principles and Recommendations (ASX Principles). It is noted that the fourth edition of the ASX Principles was released on 27 February 2019 and takes effect for a listed entity's first full financial year commencing on or after 1 January 2020 - for Wesfarmers, this is the year ending 30 June 2021.
Many of Wesfarmers' corporate governance policies and practices set out in this corporate governance statement also comply with the fourth edition of the ASX Principles.
Michael Chaney AO | Rob Scott | Diane Smith-Gander AO | ||
CHAIRMAN | MANAGING DIRECTOR | DIRECTOR | ||
Vanessa Wallace | Wayne Osborn | Sharon Warburton | ||
DIRECTOR | DIRECTOR | DIRECTOR | ||
Jennifer Westacott AO | The Right Honourable | Mike Roche |
DIRECTOR | Bill English KNZM | DIRECTOR |
DIRECTOR |
Wesfarmers 2020 Corporate Governance Statement | 2 |
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Wesfarmers Ltd. published this content on 23 September 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 September 2020 04:19:07 UTC