Corporate Governance at Wal-Mart
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Case Details:
Case Code : CGOX013
Case Length : 16 Pages
Period : 2004
Pub Date : 2004
Teaching Note :Not Available
Organization : Wal Mart
Industry : Retail
Countries : US, UK
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Please note:
This case study was compiled from published sources, and is intended to be used as a basis for class discussion. It is not intended to illustrate either effective or ineffective handling of a management situation. Nor is it a primary information source.
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Excerpts
Board of Directors
In 2002, the Wal-Mart Board consisted of 14 members of whom ten were independent directors and four were executive directors. A majority of the directors met the criteria for independence standards required by the New York Stock Exchange and standards given in the Sarbanes-Oxley Act1...
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Board Committees
The Board had, at all times an Audit Committee, Compensation, Nominating and Governance Committee (CNGC), an Executive Committee, a Stock Option Committee (SOC) and a Strategic Planning and Finance Committee (SPFC). Committee members were appointed annually by the Board upon the recommendation of the CNGC with due consideration to the desires of individual directors...
Appointment and Tenure of Directors
Wal-Mart's directors were elected at each annual meeting and held office until the next election...
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Compensation of Directors
The form and amount of director compensation was determined by the CNGC in accordance with the policies and principles set forth in its charter and applicable legal and regulatory guidelines. The CNGC conducted an annual review of director compensation.
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The CNGC considered that directors'independence might be jeopardized if director compensation and perquisites exceeded customary levels, if the company made substantial charitable contributions to organizations with which a director was affiliated, or if the company entered into consulting contracts with a director or an organization with which the director was affiliated.
CNGC believed that bulk of overall compensation had to be in long-term, at-risk equity to focus management on the long-term interests of shareholders and to align the interests of the executive officers with the company's long-term goals... |
Exhibits
Exhibit I: Share Holding Pattern
Exhibit II: Beneficial owners of 5% or more of Wal-Mart stock as of March 31, 2003
Exhibit III: Wal-Mart: Stock Held by Directors & Top Executives
Exhibit IV: Wal-Mart: The Board of Directors
Exhibit V: Wal-Mart: Board Committees As on April 30th 2003
Exhibit VI: Wal-Mart: CEO & Top Executive Compensation
Exhibit VII: Wal-Mart: 2003 Annual General Meeting Proposals
Exhibit VIII: Independent Director Standards Prescribed by NASDAQ & NYSE
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