corporate governance - woolworths holdings limited

investor relations
It is the policy of the group to pursue dialogue
with all shareholders, where practicable. The
board believes in communicating to investors
the group’s strategies and financial performance
in a timely, relevant and balanced manner and
places emphasis on objective, honest, relevant
and balanced communication to investors.
There is regular dialogue with institutional
investors who, along with the sell-side analysts,
are invited to briefings by the group
immediately after the announcement of the
interim and final results. These presentations
are published on the Woolworths Holdings
Limited web site. Care is exercised to ensure
that any price sensitive information is released
to all shareholders at the same time in
accordance with the Listings Requirements of
the JSE Limited.
The group encourages shareholders to attend
annual general meetings. This forum accords
shareholders the opportunity to ask questions
and seek clarification from the board on
matters affecting the group in particular and
shareholders in general.
country road
Country Road has established codes and
procedures to govern the conduct of its
activities and people in accordance with the
Australian Stock Exchange Corporate
Governance Council's Best Practice
Recommendations and the local statutory
requirements. Country Road operates its own
audit and remuneration committees in which
directors of Woolworths Holdings Limited are
represented, the details of which are contained
in that group's financial statements.
A code of conduct sets out the principles and
standards to be met and emphasises that all
officers and employees are expected to act in
accordance with the law and the highest
standards of propriety.
sponsor
The corporate sponsor is Rand Merchant Bank
(a division of FirstRand Bank Limited), appointed
in compliance with the Listings Requirements of
the JSE Limited.
attendance at board meetings
attendance at the risk committee
meetings
Aug Nov Feb May
Director 2005 2005 2006 2006
Mike Leeming C N ✓ ✓ ✓ ✓
Simon Susman CEO ✓ ✓ ✓ ✓
Nigel Colne N ✓ ✓ ✓ ✓
Brian Frost N ✓ ✓ ✓ ✓
Richard Inskip E ✓ ✓ ✓ ✓
Kevin Stanford ✓ ✓ ✓ ✓
Norman Thomson E ✓ ✓ ✓ ✓
C = Chairman
CEO = Chief executive officer
N = independent non-executive director
E = executive director
attendance at the audit committee
meetings
Aug Nov Feb May
Director 2005 2005 2006 2006
Mike Leeming C N ✓ ✓ ✓ ✓
Nigel Colne N ✓ ✓ ✓ ✓
Sindi Zilwa N ✓ ✓ ✓ ✓
C = Chairman
N = independent non-executive director
schedule of attendance at meetings
Aug Nov 2005 Feb 2006 May 2006
Director 2005 Strategy Board Strategy Board Strategy Board
Buddy Hawton C N ✓ ✓ ✓ ✓ ✓ ✓ ✓
Simon Susman CEO ✓ ✓ ✓ ✓ ✓ ✓ ✓
Mair Barnes N ✓ ✓ ✓ ✓ ✓ ✓ ✓
Nigel Colne N ✓ ✓ ✓ ✓ ✓ ✓ ✓
Nolitha Fakude R ✓ ✓ ✓ - - - -
Brian Frost N ✓ ✓ ✓ ✓ ✓ ✓ ✓
Richard Inskip E ✓ ✓ ✓ ✓ ✓ ✓ ✓
Mike Leeming N ✓ ✓ ✓ ✓ ✓ ✓ ✓
Chris Nissen N ✓ ✓ ✓ A A ✓ ✓
Norman Thomson E ✓ ✓ ✓ ✓ ✓ ✓ ✓
Sindi Zilwa N ✓ ✓ ✓ ✓ ✓ ✓ ✓
C = Chairman
CEO = Chief executive officer
N = independent non-executive director
E = executive director
R = resigned on 25 November 2005
A = absent with apologies tendered
attendance at the nomination committee
meetings
Aug Nov Feb May
Director 2005 2005 2006 2006
Buddy Hawton C N ✓ ✓ ✓ ✓
Mair Barnes N ✓ ✓ ✓ ✓
Nigel Colne N ✓ ✓ ✓ ✓
Brian Frost N ✓ ✓ ✓ ✓
attendance at the transformation
committee meetings
Aug Nov May
Director 2005 2005 2006
Chris Nissen C N ✓ ✓ ✓
Buddy Hawton CB N ✓ ✓ ✓
Simon Susman CEO ✓ ✓ ✓
Brian Frost AP N - - ✓
Nolitha Fakude R ✓ ✓ -
Sindi Zilwa N ✓ ✓ A
C = Chairman
CB = Chairman of board
CEO = Chief executive officer
N = independent non-executive director
R = resigned on 25 November 2005
AP = appointed to the committee with effect from
15 May 2006.
A = absent with apologies
attendance at the remuneration
committee meetings
Aug Nov Feb May
Director 2005 2005 2006 2006
Buddy Hawton C N ✓ ✓ ✓ ✓
Mair Barnes N ✓ ✓ ✓ ✓
Nigel Colne N ✓ ✓ ✓ ✓
Brian Frost N ✓ ✓ ✓ ✓
C = Chairman
N = independent non-executive director
C = Chairman
N = independent non-executive director
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