2015 Global Responsibility Report

In our governance structure, the CEO is responsible for the general management, supervision and control of the business and affairs of our company, including the execution of all Board directives and resolutions. Our chairman presides over all meetings of the Board and Shareholders, and advises and counsels the CEO and other officers regarding our business and operations. In addition, our lead independent director actively participates in the review of Board and committee agendas, presides over the meetings of our outside and independent directors and performs additional duties described in our Corporate Governance Guidelines. The vice chairman of the Board also participates in agenda review, as well as the Board’s efforts in evaluating Board effectiveness and succession planning.

We believe our separate CEO/chairman structure is the most effective leadership structure for Walmart Shareholders. It allows our CEO to focus on managing our complex daily operations and our chairman to address matters related to the responsibilities of the Board. Our Board met a total of 5 times in FY2015 to perform its oversight functions and to address matters relating to the creation of long-term value for Shareholders.

We recognize the importance of Board independence. The majority of our directors are independent in accordance with the requirements of the New York Stock Exchange. Our directors serve on one or more of the six committees of the Board:

(1) Audit Committee;
(2) Compensation, Nominating and Governance Committee;
(3) Executive Committee;
(4) Global Compensation Committee;
(5) Strategic Planning and Finance Committee; and/or
(6) Technology and eCommerce Committee.

Each committee is governed by a written charter that outlines its specific roles in our company’s governance and achieving our company’s business objectives.

Consistent with our commitment to participating in the political process in a thoughtful and compliant manner, in FY2014, the Board amended the charter of the CNGC, requiring the committee to review and advise management regarding the company’s legislative affairs and public policy engagement strategy. Similarly, pursuant to its charter, the CNGC is further responsible for reviewing and advising management regarding the company’s charitable giving strategy and the company’s social, community and sustainability initiatives.

Our Board regularly reviews our corporate governance policies and practices to identify areas in which we can enhance our company’s corporate governance profile. For example, in 2013, our Board increased the stock ownership guidelines applicable to our CEO and certain other executive officers of the company to further align the long-term interests of our executives and our Shareholders. In addition, the Board recently amended our bylaws to allow Shareholders owning 10 percent or more of Walmart common stock to call a special Shareholders’ meeting. The Board also amended our Corporate Governance Guidelines to more fully articulate (and, in some instances, expand) the role of the independent director who presides over executive sessions of our outside directors and independent directors.