Effective Corporate governance benefits shareholders

Walmart is a purpose-driven organization, helping customers save money so they can live better. Our commitment to this mission and to enhancing shareholder value drives our associates around the world and lays the groundwork for us to build the Next Generation Walmart. It is gratifying to me and to our entire Board that we uphold the same values and principles that guided my Dad as he built this company.

Walmart associates live those values every day. I like to get out and visit with our associates, and when I do I am proud to see their commitment when I visit stores or clubs. I appreciate watching the heartfelt offer of a greeting and a shopping cart to a mother with small children. A small restaurant owner shared his enthusiasm with me recently about the savings and value he finds at Sam’s Club. It is exciting that through our growth strategy we have so many more opportunities to share the Walmart experience. In fact, when our Board met in China late last year, we spent two days visiting our stores and several competitors. We had lunch with a number of hourly Walmart China associates and learned more about their lives and how we can better serve customers. These visits reinforced the Board’s recommendation that our international team accelerate growth in China, as well as our other emerging markets.

Strong governance framework.

  Our corporate governance practices are rooted in these same values and principles that Dad instilled in Walmart. This corporate governance framework has never been stronger. We’ve maintained a separate Chairman and CEO leadership structure since 1988 to enhance the oversight of our leadership team and facilitate management development.

Our Board remains committed to corporate governance processes that ensure a balance between proper oversight and the right level of control, and we regularly review these processes. For example, our Board recently changed the charter to formalize the Compensation, Nominating and Governance Committee’s oversight for sustainability and corporate responsibility. This committee also regularly reviews our executive compensation programs to ensure that compensation is not only competitive, but also remains closely tied to performance that is aligned with shareholder value.

Walmart Board members represent varied experiences covering retail, technology, financial, brand management, strategic and global expertise. We encourage frank discussions and debate, gain consensus and provide guidance to management on strategies and plans. Mike Duke’s leadership team is fully aware that each Board conversation includes honest feedback and provocative questions, based on the best interests of the company and our shareholders.

As Chairman, I am very proud that through these examples and countless others, our corporate governance reflects Walmart’s culture and rich history. My Dad left behind one of the greatest gifts, a culture that ensures we always strive to do our best for customers and shareholders. We often credit Dad with creating this great company, as well as driving innovation in operations and merchandising. What he really did was create an organization founded on the principles of the utmost integrity behind our decisions...that just happened to be a retail company. It’s an organization that is capable of continuing to accomplish great things.

One of my Dad’s most popular quotes is “To succeed, stay out in front of change.” Dad forged a framework that allows us to do that. And in doing so, we challenge ourselves to improve constantly for our customers, our shareholders and our associates.


S. Robson Walton
Chairman of the Board of DIrectors
Wal-Mart Stores, Inc.