How did Walmart’s leaders respond to the myriad employees, investors, and proxy advisors urging the company to strengthen corporate governance standards by establishing an independent board chairman? Why, by entrenching Walton control of the company, of course, appointing director Greg Penner as the board’s vice chair and setting him up to succeed his father-in-law Rob Walton as chairman of the company.
From the Wall Street Journal:
Excellent piece from Ben Heineman Jr., a Senior Fellow of the Program on Corporate Governance at Harvard Law School, on Walmart’s Global Compliance Report and the state of the company’s FCPA investigations. An excerpt:
Christopher Williams, who was on the audit committee when allegations of bribery in Mexico first surfaced and has chaired the committee since 2008, will be stepping down from the Walmart board in a few weeks. Who will be the new chair of the audit committee? It’s an important question, considering that the audit committee is charged with overseeing the FCPA/bribery investigation (even though it ignored investor concerns and failed to establish the right internal controls in the first place).
For the second year in a row, Walmart shareholders will consider a resolution calling for the establishment of an independent chairman for the company’s board of directors. While investors have long expressed concern about the company’s failures in corporate governance and internal controls, that concern became more acute starting in 2012 after the New York Times published Pulitzer-winning expose detailing an (alleged) systematic campaign of bribery at Walmex, plus an executive-led campaign to cover it up.
Wednesday’s proxy statement contained the interesting (though not entirely unexpected) news that Christopher Williams will not be seeking re-election to Walmart’s Board of Directors. According to Walmart, Williams is stepping down after 10 years on the board in accordance with the company’s guidelines on the tenure of outside directors. Whether that’s the whole story behind Williams’s departure or not, we don’t know, but regardless of the reason for Williams’s departure, we can think of two groups that are probably happy to see him go:
In another sign of the growing pressure from Walmart workers and their allies, Walmart announced in its annual proxy statement (a report filed with the SEC in advance of the annual shareholders meeting) yesterday that two long-time board members would be stepping down. The two board members are former Walmart CEO Lee Scott, Jr. and independent board member and Audit Committee chairman Christopher Williams.