PRINCIPLE 1: LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT

The role of the Board is to oversee and guide the management of Wesfarmers and its businesses with the aim of protecting and enhancing the interests of its shareholders, taking into account the interests of other stakeholders, including employees, customers, suppliers and the wider community.

The Board has a Charter which clearly establishes the relationship between the Board and management and describes their functions and responsibilities.

The responsibilities of the Board include:

• oversight of the Wesfarmers group, including its control and accountability systems;
• appointing (and removing) the Managing Director;
• ratifying the appointment (and the removal) of the Finance Director and the Company Secretary;
• reviewing and ratifying systems of risk management and internal compliance and control, codes of conduct and legal compliance;
• monitoring senior management’s performance and implementation of strategy;
• approving and monitoring the progress of major capital expenditure, capital management, acquisitions and divestments;
• approving and monitoring financial and other reporting;
• reviewing and approving the remuneration of the Managing Director and senior management; and
• appointing, re-appointing or removing the company’s external auditors (on recommendation from the Audit Committee).

The Managing Director is responsible to the Board for the day-to-day management of the Wesfarmers group.

The roles and responsibilities of the company’s Board and management are consistent with those set out in ASX Principle 1. A summary of the Board Charter is available from the corporate governance section of the company’s website.