Who will chair the audit committee?

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).

Williams to step down as Walmart director

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:

Two More Walmart Board Members Resign; Five Gone in Last Two Years

Christopher WilliamsIn 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.

Now Walmart workers are protesting director Christopher Williams

Two weeks ago, Walmart director and Yahoo! CEO Marissa Mayer once again faced protesting Walmart workers, who disrupted a fireside chat at the Dreamforce ’13 conference.

Why’d they vote that way?

Before the shareholder meeting, WMTS reviewed how some large public pension funds and proxy advisors were voting their shares for the different Board of Director candidates. Well, the results are in, and Directors Christopher Williams, Mike Duke and Rob Walton, yet again tallied high “no” votes. In an effort to shed some light on why large institutional investors voted against various director candidates, WMTS has looked into the reasoning of the two large public pension funds—Wisconsin (SWIB) and California (CalPERS). Both are among the largest public pension funds in the world with CalPERS ranking 6th and SWIB in 30th place, both with assets in the billions.

Walmart’s board is losing its independence

Rob WaltonFollowing Walmart’s annual meeting, the company’s board of directors is officially less independent than it was a few weeks ago.

The votes are in

The final vote count from the Walmart annual meeting is in. With the Walton family owning a majority of company shares, the results were in effect pre-determined. (Spoiler alert: the vote went the way the Waltons wanted. And critics say the new board is weaker and less independent than the old one.) But like last year, the shareholder vote demonstrates considerable dissatisfaction with the company’s leadership, particularly audit committee chair Christopher Williams, CEO Mike Duke, and Chairman Rob Walton.

The Votes Are Coming In…

No one is expecting the election for Walmart directors to be a nail biter. What with the Walton family controlling more than 50 percent of the votes, you’d be foolish to bet against their reelection. However, how the non-Walton shares are voted will be revealing. Will the no-votes this year will be as large as last year when Lee Scott, Chris Williams, Mike Duke, and Rob Walton garnered the most no votes? The early numbers are starting to come in and it doesn’t look good for those four again this year.  The NYC Pension Funds announced yesterday that it will vote its 5.1 million shares of Walmart stock against nine of Walmart’s 14 directors. NYC is casting its vote against Messieurs Scott, Williams, Duke, and Walton, as well as voting no on Directors Aida Alvarez, James Cash, Douglas Daft, Steven Reinemund, and Linda Wolf. CalSTRS is voting against all directors standing for election. Add to that the recommendations of two proxy advisers, ISS and Glass Lewis, who are each advising clients to vote against select directors – ISS recommends voting against Duke, Walton and Williams, while Glass Lewis is suggesting no votes against Duke, Williams, Scott, Alvarez, and Cash – and it could be another year of record no votes.

Walmart Directors on the Side of the Angels – Well, Maybe Not All of Them

That’s not us speaking, that’s Christian Brother Investment Services (CBIS). According to its website, CBIS invests more than $4 billion for more than 1,000 Catholic institutions worldwide. And CBIS has announced that it will be voting its shares against three Walmart Directors standing for election at this year’s annual meeting. Getting no votes are CEO Mike Duke, Chairman Rob Walton, and Audit Committee Chair Christopher Williams.