We’re delivering strong governance for shareholders.

S. Robson Walton
Chairman of the Board of Directors
Wal-Mart Stores, Inc.


Across our markets, Walmart is in a period of rapid change, and our Board of Directors is highly engaged in overseeing the development and execution of Walmart’s enterprise strategy. Under Doug’s leadership, management is focused on driving long-term growth and profitability. We’re investing in our associates and e-commerce, and integrating our e-commerce offering with our stores and clubs to exceed customers’ expectations. I’m proud that the Board fully supported a $1 billion investment in our U.S. store and club hourly associates to increase pay and provide a pathway to greater career opportunities. We also endorsed a more than $300 million incremental investment in e-commerce to continue development of fulfillment and technology capabilities in fiscal 2016. These commitments are expected to improve the store and digital experience for our customers.

Walmart has an exceptional Board of Directors comprised of a diverse mix of highly qualified members committed to upholding strong governance standards and demonstrating integrity in all activities. Our Board continually reviews our composition, leadership structure, and our way of working to ensure that we’re fully leveraging these talented individuals. Our Board’s diversity is broad – from ethnicity and gender, to business experience and tenure. The median length of service on our Board is approximately 6½ years. This includes a healthy mix of directors with fresh perspectives who joined our Board over the past few years, combined with longer-serving directors with expertise in our business and broader retail acumen.

Because change is inevitable, succession planning is one of our key responsibilities. Greg Penner, who has served on the Board since 2008, became the Board’s Vice Chairman this past year, and he has taken a more active leadership role in Board and management interactions focused on strategy, management development and Board processes. As part of our standard refreshment, we have a rigorous Board candidate evaluation process to ensure that we maintain the right skill sets for our growing business. Two board additions in 2014, Kevin Systrom and Tom Horton, underscore the benefits of this approach and demonstrate how we’re strengthening our oversight to keep pace with the changing retail dynamics.

Committed to Board independence

Our Board is dedicated and challenges management to grow Walmart in the best interest of our stakeholders. In fact, most directors attended all of our Board and committee meetings last year, with the overall meeting attendance for the year being 98 percent. The Walton family has a passion to see the company succeed, and we’re proud to have representation on Walmart’s Board. But, we also recognize the importance of having an independent board with diverse experiences and viewpoints. Today, the majority of our board members are independent. Dr. James Cash serves as our Lead Independent Director, adding exceptional value to our governance processes. And, we’ve had separate Chairman and CEO roles since 1988. This structure allows our management team to focus on long-term value creation for all shareholders and avoids the temptation to respond to short-term pressure that’s not best for our business.

Listening to our shareholders

All of us believe it’s important for the company to hear from shareholders and respond accordingly. Over the past year, management engaged in a proactive outreach with many of our largest shareholders to discuss Walmart’s strategy, governance and compensation practices, as well as our environmental and social initiatives. These meetings were insightful, and the feedback was shared with the Board. We’ll continue to evaluate and act upon the recommendations that the Board feels are in the best interest of all of our shareholders.

This is an exciting time for Walmart and retail in general. Our future is bright for our customers, associates and shareholders. Despite all the change that’s occurring, Walmart remains true to delivering on the purpose we’ve always had, to save people money so they can live better. And, we’re committed to growing the company in an ethical and compliant way, endeavoring to always do the right thing.