governance - woolworths holdings limited

The board meets on a quarterly basis and is responsible for retaining full and effective control over
the company, giving and monitoring the group's strategic direction, and considering financial and other
matters having a material effect on the group.
The directors recognise their responsibility to report and communicate matters of material
significance to all stakeholders.
In accordance with the articles of association of the group, all directors are subject to retirement by
rotation and re-election by shareholders at least once every three years.
The directors have unlimited access to the advice and services of the company secretary and, in
appropriate circumstances, may seek professional advice on matters concerning the affairs of the
group, at its expense.
Specific responsibilities have been delegated to board committees with defined terms of reference.
The current board committees are:
Audit committee
The audit committee, chaired by an independent non-executive director, consists of two independent
directors and, with the appointment of R Schur on 1 July 2002, two external representatives with
extensive financial experience.The composition of the audit committee is shown on pages 5 and 61
of the report.The committee meets at least four times a year and is charged with considering and
making recommendations to the board on issues relating to the appointment and retention of
external auditors, the audit fees, interim and annual financial statements disclosure, internal audit and
the effectiveness of internal control. The external and internal auditors have unrestricted access to
the chairman of the audit committee and attend the audit committee meetings.
w oolwor t hs
49
annual report