WESFARMERS SUSTAINABILITY REPORT 2018

Role and responsibilities of Board and management

The role of the Board is to approve the strategic direction of the Group, to guide and monitor the management of Wesfarmers and its businesses in accordance with the strategic plans, to instil the core values of the Group, and to oversee good governance practice. The Board aims to protect and enhance the interests of its shareholders, while taking into account the interests of other stakeholders, including employees, customers, suppliers and the wider community.

In performing its role, the Board is committed to a high standard of corporate governance practice and to fostering a culture of compliance which values ethical behaviour, personal and corporate integrity, accountability, transparency and respect for others.

The Group Managing Director has responsibility for the day-to-day management of Wesfarmers and its businesses, and is supported in this function by the Wesfarmers Leadership Team. Details of the members of the Wesfarmers Leadership Team are set out in the corporate governance section of the company’s website. The Board maintains ultimate responsibility for strategy and control of Wesfarmers and its businesses.

In fulfilling its roles and responsibilities, the key focus areas of the Board during the 2018 financial year are as follows.

Key focus areas of the Board during the 2018 financial year included:

–– Overseeing the implementation of strategy to address areas of underperformance and reposition the portfolio to deliver growth in shareholder returns
–– Approving the proposed demerger of Coles and overseeing the proposed leadership change with Steven Cain to be appointed as the next Managing Director of Coles to succeed John Durkan (March 2018)
–– Overseeing a comprehensive review of strategic options to improve shareholder returns for the Bunnings United Kingdom and Ireland business and approving the divestment (May 2018)
–– Approving the sale of the Curragh coal mine in Queensland for $700 million with a post-tax gain on sale of approximately $123 million (December 2017)
–– Overseeing management’s performance in strategy implementation
–– Monitoring the Group’s operating and cash flow performance, financial position and key metrics, including financial covenants and credit ratings
–– Reviewing business operations and the development plans of each division likely to impact long term shareholder value creation whether through portfolio management, consideration of divestment options or other strategies
–– Monitoring the Group’s safety performance and overseeing implementation of strategies to improve safety performance and enhance workplace safety awareness
–– Reviewing talent management and development
–– Monitoring and evaluating growth opportunities to complement the existing portfolio
–– Reviewing policies, reporting and processes to improve the Group’s system of corporate governance