corporate governance - woolworths holdings limited

external audit
The joint external auditors, Ernst & Young and
SAB&T Incorporated, are engaged to provide
stakeholders with an independent opinion on
whether the annual financial statements fairly
present, in all material respects, the financial
position of the company and the group.
To ensure there is no duplication of effort,
external audit regularly liaise with internal audit
to understand the scope of their work and the
results of their audits. It should be noted that
any control work performed by external audit is
limited to the work necessary to support their
audit opinion.
Management letters issued by the external
auditors, which include any observations on
internal controls, are provided to the Head of
risk and audit and the audit committee.
external auditor independence policy
There is an external auditor independence
policy which governs the services external audit
can provide, to maintain their objectivity. The
terms of this policy comply with the minimum
requirements as set out in Auditing Profession
Act, No.26 of 2005 and the requirements of
the Code of Professional Conduct of the
Independent Regulatory Board for Auditors, and
in a number of cases is more restrictive.
other independent assurance
Where required, management will use specialist
assurance providers to assess the adequacy and
effectiveness of controls. This includes audits on
product health, safety and hygiene at our stores
and suppliers.
control opinion
The output of the risk management process, in
conjunction with the work of the assurance
providers, indicates to the directors that the
controls in place are adequate and effective.
Furthermore, no material losses, exposures or
financial misstatements have been reported to
the directors for the financial year.
This opinion recognises that the business is
dynamic and that at any point in time there are
new areas of risk exposure which may require
management attention. As such there is a
continual focus on ensuring that the control
environment within each business area is
understood and maintained at the required
level.
nominations committee
The purpose of the nominations committee is
to assist the board in ensuring that
appointments of directors and board
committees are made in terms of formal and
transparent procedures and to ensure that
sufficient consideration is given to the
succession of the Chairman, the Chief executive
officer and senior management. The committee
further assists the board in its determination
and evaluation of the effectiveness of the board
committees.
The nominations committee recommends, for
re-election, directors who retire in terms of the
company’s articles of association.
The responsibilities of the committee are set
out in its terms of reference and include:
■ to regularly review the structure, size and
composition of the board and its committees
and to make recommendations to the board;
■ to identify and nominate candidates for
approval by the board and to fill board
vacancies as and when they arise;
■ to review succession plans for the Chairman,
the Chief executive officer and senior
management; and
■ to review the performance of the Chief
executive officer and senior management.
The terms of reference is reviewed and
updated on an annual basis.
The nominations committee consists of four
independent non-executive directors including
the Chairman of the board who chairs this
committee. The Chief executive officer attends
the meetings by invitation. The People director
of Woolworths (Proprietary) Limited attends
the meetings when necessary.
The committee met a total of four times during
the year. The details of individual attendance at
the nomination committee meetings are set out
on page 31.
Subsequent to the year end, Peter Bacon was
appointed as an independent non-executive
director and Zyda Rylands, the People director
of Woolworths (Proprietary) Limited, was
appointed as the first black female executive
director.
transformation committee
The transformation committee assists the board
in ensuring that strategic transformation polices
and initiatives are developed and maintained.
The committee consists of five directors,
including Chris Nissen the Chairman of the
committee, and the Chief executive officer.
During the year Brian Frost was appointed to
this committee. The People director of
Woolworths (Proprietary) Limited attends the
meetings when necessary.
The responsibilities of the committee are set
out in its terms of reference which is reviewed
and updated on an annual basis. The main
responsibilities include:
■ consideration of transformation policies,
practices and procedures both within the group
and at our suppliers; and
■ reviewing our progress in respect of
economic empowerment.
The committee met a total of three times
during the year. The details of individual
attendance at the transformation committee
meetings are set out on page 31.
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