Strong governance:
A commitment that endures

Walmart’s strength as a retailer has continued through more than five decades of economic change and retail industry transformation. It’s a remarkable record, based on our unique ability to deliver on our purpose for customers, the strength of our culture and the foundation of strong governance by our Board of Directors. All of this together allows Walmart to improve shareholder value.

Our Board is more diverse than most public company boards, with broad global business expertise ranging from technology to retail, and finance to compliance. Our directors’ diverse perspectives and experiences provide the support and foundation for our management team, as they refine our business strategy for changing customer needs.

Walmart’s Board views succession planning as a critical responsibility, and it’s a topic upon which the company has spent considerable time and effort. This diligence has served shareholders well, as we’ve added talented new directors over the past few years. And, we were very pleased to name Doug McMillon to our Board and as Walmart’s new CEO following Mike Duke’s retirement.

Stability and high governance standards. Doug becomes only the fourth CEO of Walmart since Dad separated the roles of Chairman and CEO in 1988. That, too, is a remarkable record of stability and the high governance standards established by our Board. Doug is a superb choice to lead Walmart. He has grown up in the company – starting as an hourly associate in one of our distribution centers at the age of 17. After completing his MBA program, Doug began what is now a 23-year record of effective leadership that has prepared him to serve as CEO. He keenly understands everything Walmart – people, our core operations, opportunities and challenges at a fundamental level. Doug is deeply grounded in Walmart’s culture, including the importance of “staying out in front of change,” as Dad used to say. I’m confident that Doug’s leadership will provide Walmart a bright and robust future.

Mike served exceptionally well as CEO for the past five years, and his contributions to Walmart over his 18-year career are many. In each leadership role, Mike demonstrated integrity in dealing with tough issues, displayed the greatest character and consideration for people, and had a steely determination to do the right thing for our associates, shareholders and the communities we serve. Among Mike’s signature contributions as CEO was his commitment to investing in our global e-commerce business, critical for Walmart’s long-term growth. In addition, Mike’s passion for increasing productivity re-engaged the company in leveraging expenses so that we can lower prices for our customers. Mike is a terrific leader, and I’m extremely pleased that we’ll continue to benefit from his insight as a member of our Board.

A commitment to board independence. Our family is proud to have a representation in guiding Walmart’s future, but we’re committed to independent board governance. Today, 10 of our 16 incumbent directors are independent. These men and women are dedicated to serving shareholders. In fact, our directors attended 97 percent of Board and committee meetings in fiscal 2014. They challenge management on delivering business objectives and employing strategies to win in this shifting global retail landscape. And the Board consistently evaluates steps to strengthen governance. Since my letter to you last year, we increased the stock ownership guidelines for our CEO and certain executive officers to further align their interests with long-term shareholder value. We also amended Walmart’s bylaws to allow shareholders owning at least 10 percent of outstanding shares to request a special shareholders’ meeting. In addition, Dr. James Cash was appointed Presiding Director, bringing tremendous experience from his service on Walmart’s and other boards. And, reflecting our commitment to independence, the Board amended our Corporate Governance Guidelines to clarify and expand the roles and responsibilities of the Presiding Director.

Our Board also has overseen significant enhancements to our global compliance program. For more details on this progress, I encourage you to review “Walmart’s Global Compliance Program: Report on Fiscal Year 2014,” on our website at stock.walmart.com. You can also review our proxy statement for further details about our board members, governance structure and executive compensation.

In closing, Dad woke up every day trying to make things better, and was never satisfied when they were good or even great. Today, that passion for continuous improvement remains thoroughly embedded in Walmart, and especially in our new CEO. With an enduring commitment to strong corporate governance and effective leaders to chart our course, I’m confident that our remarkable story of progress will continue.

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