WESFARMERS SUSTAINABILITY REPORT 2018

Structure and composition of the Board

Wesfarmers is committed to ensuring that the composition of the Board continues to include directors who bring an appropriate mix of skills, experience, expertise and diversity (including gender diversity) to Board decision-making. 

The Board currently comprises nine directors, including eight non-executive directors. Detailed biographies of the directors as at 30 June 2018 are set out on pages 41 to 44. The current directors possess an appropriate mix of skills, experience, expertise and diversity to enable the Board to discharge its responsibilities and deliver the company’s strategic priorities as a diversified corporation with current businesses operating in supermarkets, liquor, hotels and convenience stores; home improvement; department stores; office supplies; and an Industrials division with businesses in chemicals, energy and fertilisers, industrial and safety products, and coal.

Rob Scott was appointed as Wesfarmers Deputy Chief Executive Officer in February 2017, and joined
the Board and assumed the role of Group Managing Director in November 2017.

Former New Zealand Prime Minister, The Right Honourable Bill English KNZM was appointed a director on 30 April 2018. He brings significant and valuable experience to the Board given his outstanding record of financial management and government policy development and given Wesfarmers’ extensive business interests in New Zealand. He guided the New Zealand economy through the global financial crisis, initiated tax reforms, implemented partial floats of four government companies and led the financing to rebuild Christchurch after the 2010 earthquakes.

On 23 July 2018, Wesfarmers announced that James Graham had retired as a non‑executive director of the company to coincide with his appointment as Chairman-elect of the proposed demerged Coles group.

The Board skills matrix set out on this page describes the combined skills, experience and expertise presently represented on the Board. To the extent that any skills are not directly represented on the Board, they are augmented through management and external advisors.

Archie Norman, who has significant retail experience, was appointed in 2009 as an advisor to the Board on retail issues. In this role, Mr Norman attends Wesfarmers Board meetings as required and is a director of the Coles and Target boards. Mr Norman will step down from this role to become an advisor to the proposed demerged Coles Board, continuing his strategic contribution to that business.

David Cheesewright who has extensive experience in international retailing and manufacturing, including 19 years with Walmart, will be the Wesfarmers nominee on the Coles Board in recognition of its retention of a shareholding interest. Mr Cheesewright is also to be appointed an advisor to the Wesfarmers Board.

Skills, experience and expertise

  • CEO level experience
  • ASX-listed company experience
  • Capital markets
  • Finance and banking
  • Strategy and risk management
  • E-commerce and digital
  • Governance
  • Human resources and executive remuneration
  • Financial acumen and transaction experience
  • Marketing/customers/retail
  • Regulatory and government policy
  • Resources and industrial
  • International business experience
  • Corporate sustainability
  • International and domestic political experience
  • Crisis and disaster management and recovery
  • Community engagement
  • International trade experience

Director independence

Directors are expected to bring views and judgement to Board deliberations that are independent of
management and free of any business or other relationship or circumstance that could materially interfere with the exercise of objective, unfettered or independent judgement, having regard to the best interests of the company as a whole.

The Board’s assessment of independence and the criteria against which it determines the materiality of any facts, information or circumstances, is formed having regard to the ASX Principles. In particular, the Board focuses on the factors relevant to assessing the independence of a director set out in recommendation 2.3; the materiality guidelines applied in accordance with Australian Accounting Standards; any independent professional advice sought by the Board at its discretion; and developments in international corporate governance standards.

The Board has reviewed the position and relationships of all directors in office as at the date of the company’s 2018 annual report and considers that all eight non‑executive directors are independent.