Thursday, April 18, 2013

Chapter 9: Strategic Control and Corporate Governance

Walmart's board of directors has 17 members.  Rob Walton, who is the son of Walmart founder Sam Walton, is the chairman of the board.  Having the son of the founder as chairman of the board raises ethical questions.  There are 6 committees and each committee has at least 3 board members on it.  The 6 committees are (1) audit, (2) compensation, nominating, and governance, (3) executive, (4) global compensation, (5) strategic planning and finance, and (6) technology and e-commerce (Walmart Board of Directors, 2013). 

Walmart has bylaws that state the shareholder voting and proxy rights.  Each shareholder has one vote for each share they own.  It gives specific guidelines that explain how a shareholder can force a proxy vote.  The bylaws specifically state how the board of directors operates and how they get elected (Walmart Bylaws, 2013).

The majority of Walmart's board of directors are independent, which is required by the New York Stock Exchange.  Each board member has to have meaningful ownership in the company.  Within 5 years of joining the board, each new director must own 5 times the annual cash retainer offered to each director at the time they joined the board.  Every year the board has to go over the CEO's compensation and the succession plan for the CEO.  The board must perform annual evaluations of the committees to make sure they are functioning properly (Walmart Corporate Governance, 2013).

Walmart's statement of ethics gives their anti-corruption and anti-money laundering policies.  It also states the ethical responsibilities for all of their employees.  The statement explains conflicts of interest through gifts, financial investments, and personal relationships with suppliers or other associates.  It also tells employees how to raise ethical concerns to the company (Walmart Statement of Ethics, 2013).

Walmart's culture is founded on their 3 basic beliefs (1) service to their customers, (2) respect for the individual, and (3) striving for excellence.  Walmart has kept the same culture that their founder Sam Walton started decades ago.  Sam Walton said "Our people make the difference."  Walmart tries to build an culture that exhibits integrity, respect, innovation, and open communication (Walmart Culture, 2013).

Walmart Board of Directors.  Retrieved from:  http://www.stock.walmart.com/corporate-governance  

Walmart Bylaws. Retrieved from: http://www.media.corporate-ir.net/media_files/irol/11/112761/cg/bylaws.pdf

Walmart Corporate Governance.  Retrieved from:  http://www.media.corporate-ir.net/media_files/irol/11/112761/cg/CorporateGovernanceGuidelines.pdf

Walmart Culture.  Retrieved from: http//www.corporate.walmart.com/our-story/working-at-walmart/culture 

Walmart Statement of Ethics.  Retrieved from: http://www.cdn.walmartstores.com/statementofethics/pdf/U.S_SOE.pdf


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