Corporate Governance and Ethics in Woolworths Group Limited

This project critically reviews the necessary corporate governance practices within a modern Australian business environment, with a focus on Woolworths Group Limited. It analyzes the company's corporate governance mechanisms, risk management policies, and provides recommendations.

Corporate governance and
ethics

TABLE OF CONTENTS
INTRODUCTION...........................................................................................................................3
MAIN BODY..................................................................................................................................3
Company profile..........................................................................................................................3
Corporate governance mechanisms.............................................................................................3
Risk management policies...........................................................................................................8
Analysation of risk management and corporate governance.......................................................8
Recommendations........................................................................................................................9
CONCLUSION..............................................................................................................................10
REFERENCES..............................................................................................................................12

INTRODUCTION
Corporate governance is the system that helps the companies sin the direction and
controlling of the board of directors which are responsible for the governance of the company.
Shareholders role in the governance of the company is he most important as they are the one
which appoint directors and auditors for the satisfaction of the appropriate governance structure
in a place. In this project the research is going to be made for the Woolworths group is an
Australian retailer which is headquartered in Bella Vista, It has its extensive operations
throughout Australia and New Zealand. This project will review critically about the necessary
corporate governance practices within a modern Australian business environment. It is also the
identification and interpretation of the principles for corporate governance recommended in
Australian Stock Exchange. In this project the responsibilities of social and environmental issues
for the evolution of approach to stakeholders has been analysed.
MAIN BODY
Company profile
Woolworths Group Limited is retailer based in Australia with extensive operations all
around New Zealand. By the terms of revenue it is the largest company in Australia. It can be
said that the experience of the company started in 20th century and was able to increase diversity
in the stores. This company has been known for its corporate governance which has been very
effective as it has been able to continue with the central Woolworths group limited. It is also the
approach that has been identified as the creation of sustainable growth for enhancing the long-
term shareholder value and experiences. It has been the main attribute that has been able to
provide the legal purpose of the compliance that is able to better create experiences that can be

able to help the organization shape its commitment for meeting the needs of the customers. The
directors and the team members are expecting that is the ethical part of the responsibility of all
times that reflect the core values of the things which are done in the organization.
Corporate governance mechanisms
The corporate governance of this organization has been considered to be very good as it
is continues to related with the approach of creating sustainable growth for enhancing the long
term shareholders. The main ambitions of the creation of the sustainable growth of the
organization is related to the enhancement of the long terms of shareholders and values.
This organization has been able to describes the key corporate governance policies and
practices which helps this organization in the reporting period of the data of this report. This
company has been able to recommendation of the ASX corporate governance councils corporate
governance principles for the recommendation about the period which is covered by this
company.
This organization being a limited organization based in Australia is has been able to
develop a number of changes across the committee during the year for the management of the
organization operations which impact the growth of the organization and also provides the
business with the change in the responsibilities which are helpful for the stand-alone risk's
committee. It is also the consequential review of the board committee which is said to be
responsible for the organization determined for the establishment of risks committee a
consequential review for the board committee responsibilities which are understood to be the
critical aspect of success (Shamsabadi and et.al., 2021). The role board of directors in the
maintaining the corporate governance in the organization has been said to be the factors which
are able to develop the understanding of the ways in which it is able to influence the learning.
The purpose of the culture in this organization has been considered to be the factor which
is able to develop the core value which affect the organizational monitoring and culture. It is also
the factor which is able to develop growth of the organization. It is also the strategy which helps
the business to develop a strategic plan about the annual budget and its expenditure of the
organization. It has been said that the relationship of this organizations board of directors and the
CEO is the very effective for development of the strategies and financial planning of the duties
and responsibilities towards the CEO. This can be said that the representation for the board is
helpful for the shareholders to communicate with the board's position in the organization. The

focus of the organization needs to be on the creation of diverse range of different skills for their
board of directors in order to provide them the critical factors related to their decision-making.
It can be said that the Woolworths corporate governance practices can be well understood
with the help of comparing it with the good principles of corporate governance,
Laying down solid foundations for the management and oversight:
As per this principle of corporate governance the board of directors of this organization
are said to be responsible for the different reasons. The board of directors at this company have
been able to make sure that they have also been able to develop these foundations for the
business. This company has been able to show accountability with the help of an oversight of the
bank which would allow it to grow (Qu and et.al., 2018). The managing directors at this
organization has been able to develop the key strategies for the development of the
organizational operations. Formulation of the different policy has been considered to be the
strategies which would allow the business to manage the approval that is required for the
organization. Woolworths monitoring of the senior management performance and their
implementation of the different strategies has been the key towards their success is Australia. It
is the factor which enables the board to provide the strategic guidance for the bank and their
effective executive to gain the oversight of the key facilities of their bank and its shareholders.
Structure of the board towards adding value:
The effectiveness of the group has been considered to be the factor which is responsible for the
diversity of skills and knowledge, experience and gender among the directors. It is said to be the
helpful for the effective composition, size and commitment for the adequately discharge its
responsibilities and duties. The structure of the board is considered to be the factor which is
helpful for the proper understanding of the key competence towards the dealing with the current
and the emerging issues of the business. It is also said to be the factor that effects the review of
the challenges the performance of the management and the exercise independent judgement.
Promotional ethical and responsible decision-making:
It is the responsibility of the board of this company to promote the ethical and responsible
decision-making which complies to all the relevant policies, laws, regulations and code of best
business practices for addressing the following matters: conflicts of interest, corporate
opportunities, confidentiality, fair dealing, protection of the use of assets and compliance with
the laws and regulation of the organization has allowed the organization to encourage the

reporting the unlawful and unethical behaviour in the company. Woolworths culture has been the
key factor towards the promotion of the ethical and responsible decision-making principle of het
corporate governance.
Safeguarding the integrity of financial reporting:
The board has been said to be responsible for the place to be independent of the
verification and integrity of the holding company’s financial reporting. It can be said that the
inclusion of the internal audit department can be said to be the factor that is able to affect the
chief internal auditor and establish the required by the law. The factors which are considered for
this committee is the chief internal auditor reports which is the considered to be very effective
for Woolworths financial reporting (Sultana, Cahan and Rahman, 2020). The internal audit has
been said to be the governed by the charter that is able to set out the roles and responsibilities for
the internal audit which is considered to be the factor that is able to impact the staff authorities
and organization and the emphasis that is able to affect the internal audit in the bank’s
organizational structure. One of each audit committee is also said to be the factor which makes it
the responsibility of the organization to guide and also govern their own terms of references.
Woolworths has its internal audit very effectively as it has been able to develop corporate
governances very effectively in the organization.
Making timely and balance disclosure:
The board has been said to be responsible for the timely a balance disclosure that impacts the
materials matter which is related to the concerns of the bank. For the achievement of the bank
structure design, it has been created for the ensuring the compliance of the organization which is
related to the relevant legislation towards ensuring the accountability of the senior management
level for the compliance. All the investors of this company are having equal and timely access to
the factors that are responsible for the concerning the bank it allows the business to include the
financial situations for the performance and ownership of the governance of the organization
(Dumay and Hossain, 2019). The financial information of this organization is announced
factually a presented in a clear and balanced way. Balanced ways indicates that both the positive
and negative information are portrayed equally.
Respected the rights of the shareholders:
In this organization the shareholders are considered to have all the rights which they deserve.
The board is able respect the rights of the shareholders and facilitates the effective exercise of

those rights. It is said to be the factor which is able to develop the responsibility for ensuring the
satisfactory dialogue. The board of this company respects the rights of shareholders and
facilitates the effective exercise of those rights for the board to ensure the satisfactory dialogue
with the help of taking place (Aslam and et.al., 2018). It can be said that the furtherance of this
responsibility of the board is to empower the shareholders. For this organization the
communication with shareholders is very important. It also provides them the ready access to the
balanced and understandable information about their participation in the general meetings.
Recognition and management of risk:
The board has been able to take the responsibility of the adequacy and effectiveness to the bank’s
risk management strategies and review for the approving the bank’s risk towards the
management of the framework. It is also helpful for the organization to develop an enterprise risk
management policy which is able to improve the risk management appetite and also the statemen
which governs the manner in the way the risk needs to be managed. The factors which are
responsible for the management of the risk are group of chief risk officers in this organization
which are along with the enterprise risk committee are responsible for the recognizing and
management of the risk. The company’s risk appetite framework, tolerance, limits and directives
are also considered to be the factor which are needed to be taken into account for the capital
adequacy. Risk assessment is the process which is helpful for the identification of the
management of the risk and the monitoring of the understanding of the risk which is helpful for
the development of the bank and its profile.
Encouraging enhanced performance:
The performance of this company has been very good over the years. This is due to the Board
which is committed towards the enhancement of the board and management of effectiveness
through the periodic performance evaluation and reviews (Ali, Liu and Su, 2018). The board are
also considered to be able to ensure the directors that the key towards the executive is equipped
with the knowledge and information about the needs which they are able to discharge for their
responsivities. It is also said to be the responsibility of the board to provide the information about
the form of the time frame and the quality of the board to discharge the people which are
underperforming out of the duties and responsibilities. It is also said to be the factor which is
helpful for the discharge of the duties and responsibilities when they are needed for the board to

have the access to both the house in counsel and also the bank’s external counsel and other
independent professional advice if it is required.
Remuneration fairly and responsibly:
The board has been said to be able to ensure that the level of the composition of
remuneration is said to be sufficient and reasonable for the relations of corporate and individual
performance which is defined to be achieved (Johnstone, 2018). The bank has been able to adopt
the remuneration policies for the attraction and maintaining the talent and motivated employees
such that it is able to enhance the performance of the bank. The importance of the clear
relationship between the performance and the remuneration are said to be responsible for
designing the policy in a way that is helps the management to be more motivated in the long term
and grow their success of the bank with an appropriate control framework.
Recognition of the legitimate interests of stakeholders:
The bank is the subject of the number of legal requirements which are needed to be met
in the way that the business is able to conduct it also includes the contractual requirements which
are effective for the compliance of the consumer protection and respecting the privacy of the
employers (Munir and et.al., 2019). Woolworths is able to take the responsibility of setting the
tone and standards for the respecting the corporate social responsibility of the bank. The group
ethics are considered to be the factor which are helpful for the operations of the principles for
valuing the policies of the bank which assisting the board in their tasks.
Risk management policies
For this company there are different forms of risk management policies which it attempts
the following,
 It holds investments and minimum financial reserve to enable itself for the management
of the cash flow and other uncertainties. It is also said to be able to undertake activities
which comprises of these factors.
 This company has some partnerships with which it works for management of the quality
of work and its reputation can be affected both positively and negative from the partners.
Hence, the company has very selective choice of partners.

 The company in order to manage the regulatory and accounting requirements focuses on
ensuring that is able to understand the also ensure the key understanding of the
requirements of the company for the maintain of the licence.
Analysation of risk management and corporate governance
In the corporate governance which is the holistic approach for entailing the transparency in
the organization. The effects of the risk can be managed by the business affairs in order to
protect and increase the interests of the shareholders along with the consideration of the interests
of the other stakeholders. The corporate governance is the basic framework which is said to be
very effective in the management of the risk for taking shape (Top ten steps to improving
corporate governance , 2022). The corporate governance elaborates the division of the
responsibility within the organization for the risk management in order to determine the means at
with the level of risk is being implemented. The risk management of this company has been very
effective but the focus of this organization is always to maintain the perfect corporate
governance strategies in order to avoid most of its risks. There are series of measures this
company takes with the discussion of the stakeholders that allows it to be employed with the
strategies to prevent the occurrence or allowing the elimination of the risks. The management of
sits clearly is present in the principles of the good governance of an organization which acts in
the good faith and duty of acre responsibilities of the board.
Recommendations
Following are the recommendations for Woolworths to improve its corporate governance
even more,
 It is important for the company to understand that the good corporate governance is not
just about the need to balance the conformance related to the compliance with legislation,
regulation and codes of practice it is about improving the company strategy with the
process of elaborating its position and understanding.
 Clarity the board’s role in strategy is the factors which are generally accepted as the
board for the significant role to play in the formulation and adoption of the organization’s
strategic direction. It is said to be the extent of the board’s contribution of the strategy for
the range of approval at one end to develop others (Grace, Vincent and Evans, 2018).

 Monitoring of organization performance with some of the financial tools such as KPI and
variance analysis would allow the company to study and monitor the financial
performance of this organization.
 It is helpful for the organization to employ the CEO which is going to provide the
leadership that is going to allow to the company to gain the success that is essential for
the organization.
CONCLUSION
With the help of this project, it can be concluded that the growth of the Woolworths
depends on the ways in which it is able to analyse the risk and the corporate governance policies.
For this project the consideration of the different sustainable practices of the company are
considered effectively for bring growth to the organization and their operations. In this project
the corporate governance mechanisms along with the principles of good corporate governance
has been analysed for the best practice recommendations for the publishing of the ASX corporate
governance council. This project also helps in the determination of the risk management policies
which are related to the analysation of the organizational polices and corporate governance
polices. This project will also provide the recommendation of the ways in which the business
would be able to use the latest principles of ASE to their advantages.

REFERENCES
Books and Journals
Ali, S., Liu, B. and Su, J.J., 2018. Does corporate governance quality affect default risk? The
role of growth opportunities and stock liquidity. International Review of Economics &
Finance. 58. pp.422-448.
Aslam, S., and et.al., 2018. The impact of corporate governance and intellectual capital on firm's
performance and corporate social responsibility disclosure. Pakistan Journal of
Commerce and Social Sciences (PJCSS). 12(1). pp.283-308.
Dumay, J. and Hossain, M.A., 2019. Sustainability risk disclosure practices of listed companies
in Australia. Australian Accounting Review. 29(2). pp.343-359.
Grace, K., Vincent, M. and Evans, A., 2018. Corporate governance and performance of financial
institutions in Kenya. Academy of Strategic Management Journal. 17(1). pp.1-13.
Johnstone, E., 2018. What constitutes good corporate governance?. Company Director. 34(7).
pp.60-61.
Munir, A., and et.al., 2019. Relationship between corporate sustainability, corporate governance
and financial performance. Pakistan Journal of Commerce and Social Sciences (PJCSS).
13(4). pp.915-933.
Qu, X., and et.al., 2018. Executive stock option vesting conditions, corporate governance and
CEO attributes: Evidence from Australia. Accounting & Finance. 58(2). pp.503-533.
Shamsabadi, H.A., and et.al., 2021. Corporate governance and dividend reinvestment plans:
Insights from imputation tax in Australia. Finance Research Letters. 41. p.101810.
Sultana, N., Cahan, S.F. and Rahman, A., 2020. Do gender diversity recommendations in
corporate governance codes matter? Evidence from audit committees. Auditing: A
Journal of Practice & Theory. 39(1). pp.173-197.
Online
Top ten steps to improving corporate governance , 2022[Online]. Available through: <
https://www.effectivegovernance.com.au/page/knowledge-centre/news-articles/top-ten-
steps-to-improving-corporate-governance>
[Online]. Available through: <>