governance - woolworths holdings limited

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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 un<strong>limited</strong> 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
The main objectives of the committee include: • Assisting directors in fulfilling their responsibilities of ensuring that the system of internal controls, accounting practices, financial reporting and auditing processes are functioning effectively; • Facilitating the effective communication between the board of directors, management and the external auditors; • Facilitating the credibility, objectivity and reliability of published financial reports and ensuring that the financial statements comply with Generally Accepted Accounting Practices, thereby providing an objective, independent forum for the resolution of significant accounting and reporting related matters; and • Supporting overall effectiveness of corporate <strong>governance</strong> Remuneration committee The remuneration committee, chaired by the chairman of the board, is made up of four nonexecutive directors, two of whom are independent. The details of the committee members are reflected on pages 5 and 61 of the report.The committee meets at least four times a year. In order to advise on remuneration of the executive directors, the chief executive officer attends the meetings by invitation. The main objectives of the committee include; •To approve an overall remuneration strategy for the directors and executive management; • Ensuring that the remuneration strategy is market related and competitive to guarantee the ability to attract, retain and energise high quality staff at all levels in the group and drive the desired behaviour to achieve the overall strategy; • Considering the relationship which the group wishes to establish between executive remuneration and the remuneration of its other employees; and •To review succession plans for directors and executive management. The remuneration of non-executive directors is determined in accordance with the articles of association. The chairman and the chief executive officer recommend to the board the fees to be paid to non-executive directors and members of the committees of the board. w oolwor t hs 50 annual report
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governance - woolworths holdings limited

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