CORPORATE GOVERNANCE STATEMENT

The following statement sets out the corporate governance framework adopted by the Board of Woolworths Limited and highlights the work undertaken by the Board and its Committees over the past nancial year. APPROACH TO GOVERNANCE Corporate governance is at the core of the Boards approach to the enhancement of shareholder value and the protection of shareholdersfunds. Woolworths is committed to ensuring that its policies and practices in the critical areas of nancial reporting, remuneration reporting and corporate governance meet high levels of disclosure and compliance. COMPLIANCE WITH GOVERNANCE STANDARDS As a Company listed on the Australian Securities Exchange (ASX), Woolworths is required generally either to apply the recommendations contained within the ASX Corporate Governance Councils (ASX CGC) Corporate Governance Principles and Recommendations with 2010 Amendments (2nd Edition) (ASXRecommendations) or disclose any dierences to them. The Company has reviewed its current corporate governance policies and practices against the ASX Recommendations and considers thatthey meet the ASX Recommendations for the nancial period ended 24 June 2012. WEBSITE Full details of Woolworths corporate governance practices, including its charters and policies, are publicly available on the Companyswebsite. The website is reviewed and updated regularly to ensure that it reects Woolworths most recent governance information. WOOLWORTHS GOVERNANCE FRAMEWORK Woolworths is governed by a Board of Directors who (with the exception of the CEO) are elected by the Companys shareholders. The Board is accountable to shareholders for the strategic direction of the Company and the pursuit of value creation for shareholders. The Board delegates the implementation of its strategy to Woolworths management within a formal delegation framework. However, the Board remains ultimately responsible for corporate governance and the aairs of the Company. While at all times the Board retains full responsibility for guiding and monitoring the Company, in discharging its responsibilities, it makes use of Board Committees to perform certain of its functions and to provide it with recommendations and advice. The Board has established the following committees: Nomination Committee; Audit, Risk Management and Compliance Committee; and People Policy Committee. The following diagram gives a brief overview of the three main standing Committees of the Woolworths Board, each of which are explained in further detail below.

BOARD OF DIRECTORS
NOMINATION COMMITTEE
R ESPONSIBILITIES

AUDIT, RISK MANAGEMENT AND COMPLIANCE COMMITTEE

PEOPLE POLICY COMMITTEE

Board size and composition Director recruitment Director induction Board performance evaluation Corporate governance

Audit strategy Risk framework Financial reporting Internal comtrols Accounting

Human resources strategy Remuneration policy Health and safety Development and succession

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CHAIRMAN AND COMPOSITION OF BOARD COMMITTEES The Chairman is elected by and from the Non-executive Directors, each of whom is appointed to the Nomination Committee. Informationon the Companys Chairman is set out on page 34. The Non-executive Directors are also appointed to at least one of the Audit, Risk Management and Compliance Committee, or the People Policy Committee. The Nomination Committee, the Audit, Risk Management and Compliance Committee and the People Policy Committee all have comprehensive Charters dening their roles and responsibilities (as summarised in this Report). These Charters are available on the Companys website. THE ROLE OF THE BOARD The Boards role is to represent and serve the interests of shareholders by overseeing and appraising the Companys strategies, policies and performance. The Boards principal objective is to maintain and increase shareholder value while ensuring that Woolworths overall activities are properly managed. The Board has adopted a Board Charter which sets out how its role, powers and responsibilities are exercised, having regard to principles of good corporate governance, international best practice and applicable laws. The names, qualications and details of each Director along with details of the period of oce of each Director are included on pages 34 to 36 of this report and the Directors attendance at Board and Committee meetings are included on page 41. RESPONSIBILITIES AND OBJECTIVES The roles, powers and responsibilities of the Board are formalised in the Board Charter, which denes the matters that are reserved for theBoard and its Committees, and those that are the responsibility of the Chief Executive Ocer (CEO) and management. As set out in the Board Charter, the Board is responsible for: OVERSEEING Strategy reviewing strategic direction and approving corporate strategic initiatives developed by management; Major expenditure and capital initiatives approving major capital expenditure, acquisitions and divestitures, and monitoring capital management; Leadership selection selecting and evaluating the performance of the CEO, and selecting the Finance Director and Company Secretary; and Succession and remuneration planning planning for Board, CEO and executive succession and remuneration, and setting Non-executive Director remuneration within shareholder approved limits. GOVERNANCE Corporate governance reviewing and monitoring the Companys corporate governance policies and practices; Board performance and composition evaluating the performance of the Board and determining its size and composition; and Social responsibility considering the social, ethical and environmental impact of Woolworths activities and operations and setting standards and monitoring compliance with the Companys social responsibility policies and practices. RISK AND REPORTING Financial performance reviewing Woolworths budget, monitoring management and nancial performance; Financial reporting considering and approving Woolworths half-yearly and annual nancial statements, and monitoring and reviewing management processes aimed at ensuring the integrity of nancial and other reporting; Risk management oversight of the eectiveness of risk management and compliance in the organisation, including safety and health governance arrangements; and External auditor selecting and recommending to shareholders the appointment of the external auditor.

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CORPORATE GOVERNANCE STATEMENT

THE ROLE OF THE BOARD CONTINUED THE ROLE OF THE CEO AND MANAGEMENT Pursuant to formal delegations of authority, the Board has delegated the management function to the CEO. However, ultimate responsibility for strategy and control rests with the Directors. The Board approves corporate objectives for the CEO to satisfy and, jointly with the CEO, develops the duties and responsibilities of theCEO. The CEO is accountable to the Board for the exercise of the delegated authority and, with the support of senior management, must report to the Board on the exercise of the authority through reports, briengs and presentations to the Board. RESPONSIBILITIES AND OBJECTIVES The day-to-day management and operations of the Company are the responsibility of the CEO who reports to the Board on key management and operational issues, including: developing and implementing corporate strategies and making recommendations to the Board on signicant corporate strategic initiatives; appointing and determining the terms of appointment of senior management, developing and maintaining succession plans, and evaluating the performance of key executives; developing Woolworths annual budget and managing day-to-day operations within the budget (approved by theBoard); maintaining eective risk management and compliance management frameworks; keeping the Board and market fully informed about material continuous disclosure; and managing day-to-day operations in accordance with standards for social, ethical and environmental practices. REVIEW OF CEO AND MANAGEMENT PERFORMANCE The importance of a clear relationship between management performance and the assessment of remuneration is reected in our approach to evaluating management performance. The following process for senior management performance evaluation was undertaken during the reporting period: the performance evaluation of the CEO was undertaken by theChairman, in consultation with the Board; and the performance evaluation of other key executives was undertaken by the CEO, with the People Policy Committees oversight of their objectives and performance assessments.

COMPOSITION AND MEMBERSHIP OF THE BOARD OF DIRECTORS The Board has adopted a policy of ensuring that it is composed of a majority of independent Non-executive Directors who, with the executive Directors, comprise an appropriate mix of skills to provide the necessary breadth and depth of knowledge and experience to meet the Boards responsibilities and objectives. The procedure for the selection and appointment of new directors and re-election of incumbent directors, and the Boards policy for the nomination and appointment of directors, is available on the Companys website, in the Nomination Committee Charter. The Nomination Committee, when assisting the Board in reviewing potential candidates for Board appointment and assessing retiring directors standing for re-election, considers a number of factorsincluding: skills, experience, expertise and personal qualities and attributes that will best complement the skill set and characteristics of existing directors and enhance Board eectiveness; the diversity of Board composition; the capability of the candidate to devote the necessary time and commitment to the role; and potential conicts of interest, and independence. SKILLS, EXPERIENCE AND ATTRIBUTES The Board recognises that having a range of dierent skills, backgrounds and experience represented amongst its Directors is important to ensuring robust decision-making processes with a diversity of viewpoints and the eective governance of the Group. The range of skills, backgrounds and experience currently represented on the Board includes experience in senior roles in retail, property, banking and nance, transport, food manufacturing, primary production, construction, management consultancy and telecommunications, as well as qualications across a range of elds including business management, economics, accounting and the humanities. The Nomination Committee is responsible for making recommendations to the Board on the most appropriate Board size and composition. This responsibility includes making recommendations on the desirable competencies, experience and attributes of Board members and strategies to address Boarddiversity. Directors of Woolworths are required to act at all times with honesty and integrity and must observe the highest standards of ethical behaviour. The Directors must also ensure that no decision or action is taken that has the eect of prioritising their personal interests over the Companys interests. They must also demonstrate a commitment to the decision making processes of the Board by being prepared to question and critique matters brought to the Board for consideration.

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DIRECTOR TENURE, ELECTION AND APPOINTMENT There is no specied term of oce for Non-executive Directors. At each Annual General Meeting (AGM) of the Company there must be an election of Directors. Any Non-executive Director and any Executive Director other than the Managing Director/ Chief Executive Ocer who would otherwise hold oce without re-election beyond the third AGM since their appointment or last election, or for at least three years, whichever is the longer, must retire. Any Non-executive Director and any Executive Director other than the Managing Director/Chief Executive Ocer who has been appointed during the year must stand for election at the nextAGM. Eligible Directors who retire as required may oer themselves for re-election by shareholders at the AGM. Directors oering themselves for election or re-election are invited to make a short presentation to shareholders at the AGM in support of their candidacy for election or re-election. INDEPENDENCE OF DIRECTORS In order for a Director to be considered independent, the Board needs to have determined that the Director does not have a material relationship with the Company, other than solely as a consequence of being a Director.

The Non-executive Directors of the Board will periodically meet without the Executive Directors or management being present. DIRECTORS INDEPENDENT ADVICE The Directors, the Board and the Board Committees are empoweredto seek external professional advice, as considered necessary, at the Companys expense, subject to prior consultation with the Chairman. If appropriate, any advice so received will be made available to all Directors. PERFORMANCE EVALUATION The Chairman is responsible for monitoring the contribution of individual Directors and counselling them on any areas which might help improve Board performance. The Chairman, as Chairman of the Nomination Committee, is also responsible for the process for evaluating the performance of the Directors, Board Committees and the Board as a whole. The Board engages external assistance, as appropriate, in reviewing the performance oftheBoard. During the reporting period, the Chairman conducted reviews of the Board as a whole, its Committees and its individual Directors. The reviews included one on one discussions between the Chairman and each Director, where the performance of each individual Director was discussed along with the Chairmansperformance. INDUCTION AND DIRECTOR DEVELOPMENT New Directors receive a letter of appointment which sets out the Companys expectations of the role, their duties, the terms and conditions of their appointment and their remuneration. The Appointment Letter is consistent with the ASX Recommendations and forms the initial part of the program of induction for Directors. Directors are also expected to participate in all induction and orientation programs and continuing education, training or development programs arranged for them by the Company Secretary. The Company Secretary oversees and reviews the Director induction process in order to ensure that it remains eective and up-to-date. The company secretarial function supports Directors by providing: access to information in appropriate form, currency and quality, including procedures to cover additional requests of management; continuing education to update and enhance their knowledge as the business environment changes; and access to independent professional advice, where requested. COMPANY SECRETARY The Board has appointed Mr P Horton as Company Secretary. AllDirectors have access to the services and advice of the Company Secretary. Details of the skills, experience and expertise of the Company Secretary are set out on page 38 of this Report. The Company Secretary is responsible for coordination of all Board business, including agendas, Board papers, minutes, communication with regulatory bodies and ASX, and all statutory and other lings.
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WHAT IS A MATERIAL RELATIONSHIP?

A MATERIAL RELATIONSHIP INCLUDES A DIRECT OR INDIRECT INTEREST OR RELATIONSHIP THAT COULD REASONABLY BE CONSIDERED TO INFLUENCE IN A MATERIAL WAY THE DIRECTORS DECISIONS IN RELATION TO THE COMPANY. WHEN CONSIDERING WHETHER A RELATIONSHIP IS MATERIAL, THE BOARD WILL CONSIDER THE MATERIALITY TO EACH OF THE COMPANY, THE DIRECTOR AND THE PERSON OR ORGANISATION WITH WHICH THE DIRECTOR IS RELATED (AS CUSTOMER, SUPPLIER OR ADVISER). THE BOARD HAS NOT SET MATERIALITY THRESHOLDS, CONSIDERING IT MORE EFFECTIVE TO ASSESS RELATIONSHIPS ON THE INDIVIDUAL CIRCUMSTANCES APPLICABLE ON A CASE-BY-CASE BASIS, AND WHERE APPROPRIATE WITH THE ASSISTANCE OF EXTERNAL ADVICE.
The Board only considers Directors to be independent where they are independent of management and free of any business or other relationship that could materially interfere with, or could reasonably be perceived to materially interfere with, the exercise oftheir unfettered and independent judgment. Any Director who considers that he/she has or may have a conict of interest or a material personal interest in any matter concerning the Company is required to give the Board immediate notice of such interest. The Board regularly reviews the independence of each Nonexecutive Director in light of the relevant information disclosed tothe Board. With the exception of the CEO and the Finance Director, all of the Directors are Non-executive Directors and each is considered to beindependent.

CORPORATE GOVERNANCE STATEMENT

NOMINATION COMMITTEE The Nomination Committee provides advice and support to the Board in relation to Board composition, governance and performance evaluation. MEMBERSHIP AND CHARTER The Nomination Committee consists of all of the Non-executive Directors. The Nomination Committee Charter is available on the Companyswebsite. RESPONSIBILITIES The Nomination Committee has the following responsibilities: 1 reviewing and making recommendations to the Board on thesize and composition of the Board, including: assessment of necessary and desirable competencies, experience and attributes of Board members; strategies to address Board diversity; and Board succession plans and the succession of the Chairman of the Board; 2 membership of the Board, including recommendations for the appointment and re-election of Directors, and where necessary propose candidates for consideration by the Board (including in respect of Executive Directors); and assisting the Board and the Chairman of the Board as required in evaluating the performance of the Board, its Committees and individual Directors against appropriate measures.

AUDIT, RISK MANAGEMENT AND COMPLIANCE COMMITTEE The Audit, Risk Management and Compliance Committee provides advice and assistance to the Board in fullling the Boards responsibilities relating to the Groups internal and external audit functions, risk management and compliance systems and practice, nancial statements and market reporting systems, internal accounting and control systems and such other matters as the Board may request from time to time. The Committee also provides advice and assistance to the Boardon the compliance framework, based on Australian Standard 3806/2006, and its eectiveness, including legal and regulatory compliance, health and safety, privacy, environment, trade practices and fair trading, and employment obligations. Woolworths has specic policies and processes for addressing these and other compliance areas and the Committee receives and reviews regular management reports in each of these areas. MEMBERSHIP AND CHARTER The Audit, Risk Management and Compliance Committee must have at least three members and be comprised solely of Nonexecutive Directors, the majority of whom must be independent. The Chair of the Committee must be an independent Nonexecutive Director who is not the Chairman of the Board. All members of the Committee must have appropriate business expertise and be nancially literate. At least one member should have relevant nancial qualications and experience, asdetermined by the Board. The Audit, Risk Management and Compliance Committee of Directors is currently comprised of Messrs J F Astbury (Chair until February 2012), J A Strong and I J Macfarlane, Ms J R Broadbent and Mr M Ullmer (joined the Committee in January 2012 and became Chair in March 2012). Mr L M LHuillier was a member of the Committee until his retirement from the Board in November 2011. The attendance of members at meetings of the Committee is set out on page 41 of the Directors Report. The Committee met six times during the nancial year. The Committee has a formal Charter which is available on the Companys website. The Committees Charter was reviewed during the year. RESPONSIBILITIES The responsibilities of the Committee extend across the Companys global operations and include: External Audit: The Committee oversees the eectiveness of processes in place for the appointment, performance and independence of external audit services. This is discussed further below. Internal Controls: The Committee examines the adequacy of the nature, extent and eectiveness of the internal audit control processes of the Group. Risk Management: The Committee assists the Board in overseeing and reviewing the risk management framework and the eectiveness of risk management for the Group.

Nomination Committee members are not involved in making recommendations to the Board in respect of themselves. The Nomination Committee also has responsibility for: assisting the Board in developing and implementing plans for identifying, assessing and enhancing Director competencies; ensuring that an eective induction process is in place and regularly reviewing its eectiveness; reviewing the time expected to be devoted by Non-executive Directors in relation to the Companys aairs; making recommendations to the Board on corporate governance issues as requested by the Board from time to time;and reviewing the Board Charter on a periodic basis, and recommending for Board consideration any amendments itconsiders are necessary.

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Management is responsible for identifying, managing and reporting on risk. Risk Event Consideration: The Committee oversees the appropriate investigation and management reporting of signicant risk events and incidents. Compliance: The Committee assists the Board in fullling its compliance responsibilities and oversees and reviews the Group compliance framework and its eectiveness. The Committee also assists management to foster and support a compliance culture based on appropriate benchmarks. Financial Reports: The Committee oversees the Groups nancial reporting processes and reports on the results of its activities to the Board. Specically, the Committee reviews with management and the external auditor the Groups annual and half-year nancial statements and reports to shareholders. Accounting Standards and Quality: The Committee oversees the adequacy and eectiveness of the Groups accounting and nancial policies and controls and risk management systems and seeks assurance of compliance with relevant regulatory and statutory requirements.

external auditors, Business Review, Compliance and Legal between meetings, to discuss and review matters relating to Committee functions as appropriate. The Committees Charter requires the key issues and reports discussed at each Committee meeting to be reported to the Board by the Chairman of the Committee at the immediately following Board meeting. These periodic reports to the Board include details of the most signicant risks facing the Group and the mitigation strategies and practices adopted by management. AUDITOR APPOINTMENT AND SUPERVISION The Committee is involved in the appointment and supervision ofthe external auditor and Business Review (internal audit). External Auditor: Appointment: The Committee nominates the external auditor to the Board and this appointment is reviewed every three years. External audit performance is reviewed annually Partner Rotation: The Company requires the position of the lead client service audit partner to rotate every ve years. Independence: The Company will not invite to be appointed as Directors any ex-audit partners, and any who may be proposed for appointment in a management position will be subject to Board approval. Audit Plans: Each year, the Committee reviews and approves the overall scope and plans for the external audit activities, including stang and fees. Audit Reports: The Committee reviews all audit reports provided by the external auditor. Business Review (internal audit): Appointment: The Committee is involved in the performance assessment and appointment or termination of the Head of Business Review. Audit Plans: The Committee reviews the overall scope, annual plans and budget for Business Review activities and oversees the alignment of risk management programs and Business Review activities. Reports: The Committee reviews all key Business Review reports. Access: The Committee has regular direct access to the Head ofBusiness Review, who reports directly to the CEO. NON-AUDIT SERVICES The Committee has procedures to review proposed services by the providers of the external audit which are unrelated to audit assurance activities and provide advice to the Board on whether and why it is satised that the auditors independence is notcompromised. The Committee has not set any nominal cap on the level of non-audit services to be performed by the external auditor, as it considers that this may restrict the ability of the Company to access the best advisers for the particular task. Details of the non-audit services provided by the external auditor over the nancial year are contained in Note 4 to the FinancialStatements.
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The Committee processes are designed to establish a proactive framework and dialogue in which the Committee, management and external and internal auditors review and assess the riskframework.

RISK IN FINANCIAL REPORTING

IN REVIEWING (AND RECOMMENDING FOR APPROVAL BY THE BOARD) THE COMPANYS HALF-YEAR AND ANNUAL FINANCIAL STATEMENTS, ANNUAL REPORT AND ASX APPENDIX 4E/D (ANNUAL/ HALF-YEAR) STATUTORY FILINGS WITH SUPPORTING DOCUMENTS AND ACCOMPANYING NOTES, THE COMMITTEE HAS REGARD TO:  THE QUALITY OF EARNINGS, LIQUIDITY AND TRANSPARENCY AND ACCURACY OF REPORTING;  CRITICAL ACCOUNTING POLICIES APPLIED AND THE IMPLICATIONS OF ANY CHANGES IN SUCH POLICIES; COMPLIANCE WITH RELEVANT REGULATORY AND STATUTORY REQUIREMENTS;  AREAS OF SIGNIFICANT JUDGEMENT AND ESTIMATES BY MANAGEMENT AND THEIR TREATMENT IN THE FINANCIAL STATEMENTS; AND SIGNIFICANT OR UNUSUAL TRANSACTIONS OR EVENTS AND THEIR IMPLICATIONS FOR THE FINANCIAL STATEMENTS.
COMMITTEE MEETINGS AND ACCESS TO AUDITORS AND MANAGEMENT The Audit, Risk Management and Compliance Committee maintains direct, unfettered access to external auditors, Business Review (internal auditors) and management. The Committee meets regularly with external auditors, Business Review and Compliance, and the Board and Committee meet with Business Review at least twice a year, without any management present. The Committee has full access to the Groups records and personnel. The Committee Chairman commits additional time and meets with the CEO, the Finance Director, senior management,

CORPORATE GOVERNANCE STATEMENT

RISK MANAGEMENT Woolworths has a sound system of risk management and internal control which, together with its governance structure, is designed to ensure that the material risks of conducting business are eectivelymanaged. The Risk Management Framework has regard to relevant regulations, standards and guidelines including the ASX Recommendations and the Australian/New Zealand Standard AS/ NZS ISO 31000:2009 Risk Management Principles and guidelines. RISK MANAGEMENT POLICY The Risk Management Policy was reviewed by management and formally approved by the Audit, Risk Management and Compliance Committee. The policy reects the overall risk management philosophy of the Group, the Companys overall approach to risk management, and the roles and responsibilities for risk management within the Group. The policy is reviewed periodically by the Committee to ensure its accuracy. The Risk Management Policy is available on the Companys website. ROLES AND RESPONSIBILITIES Roles and responsibilities under the Risk Management Framework and Risk Management Policy are divided as follows. 1 The Board is responsible for satisfying itself annually, or more frequently as required, that management has developed and implemented a sound system of risk management and internal control. Detailed work on this task is delegated to the Audit, Risk Management and Compliance Committee and reviewed by the full Board. The Nomination Committee and People Policy Committee also assist the Board in this role. 2 The Audit, Risk Management and Compliance Committee is responsible for assisting the Board in overseeing the Companys risk management by overseeing managements actions in the evaluation, management, monitoring and reporting of material strategic, nancial, operational and legal/ regulatory risks. In providing this oversight, the Committee: reviews the framework and methodology for risk identication, the management of risk and the processes forauditing and evaluating the Companys risk managementsystem; provides input into rating business risks; monitors the alignment of the Companys risk prole (which is presented to the Committee on at least an annual basis) with risk appetite and tolerance levels approved by the Board and the broader business and regulatoryenvironment; reviews details of material business risks that are reported to the Committee, including detailed risk reports and action plans that are periodically presented to the Committee and any other communications from Senior Management, the Risk Steering Group and Group Risk and Assurance;

reviews and where necessary, approves guidelines and policies governing the identication, assessment and management of the Companys exposure to risk, including the periodic review of those guidelines and policies; reviews and approves the delegations of nancial authorities and addresses any need to update these authorities on an annual basis; and reviews insurance arrangements to ensure appropriate and cost-eective coverage. The full explanation of the responsibilities of the Committee is contained in its Charter, available on the Companys website. The Committee recommends any actions it deems appropriate to the Board for its consideration. The Companys Business Review function assists the Committee by providing an independent appraisal and reporting of the adequacy and eectiveness of the risk management framework. Management is responsible for designing, implementing and reporting on the adequacy of the Companys risk management and internal control system and must report to the Audit, Risk Management and Compliance Committee on the eectiveness of the risk management and internal control system during the year and of the Companys management of its material business risks.

ASSURANCES BY MANAGEMENT Management has reported to the Audit, Risk Management and Compliance Committee and the Board on the eectiveness: of the risk management and internal control system during the year; and of the Companys management of its material business risks. The Board has received assurance from the CEO and Finance Director, in accordance with the Corporations Act 2001 (Cth), stating that, in all material respects: the nancial records of the Company for the nancial year have been properly maintained in accordance with section 286 of the Corporations Act; the Financial Statements, and the Notes to the Financial Statements, for the nancial year comply with the relevant accounting standards; and the Financial Statements, and the Notes to the Financial Statements, for the nancial year give a true and fair view of the nancial position and performance of the Company and the Group. In addition, the CEO and Finance Director have stated to the Board in writing that: the assurances given above and the integrity of the Companys Financial Statements is founded on sound systems of risk management and compliance and internal control which implements, in all material respects, the policies adopted by theBoard;

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to the extent they relate to nancial reporting, the Companys risk management and compliance and internal control systems are operating eectively in all material respects; nothing has come to their attention since 24 June 2012 that would indicate any material change to the above statements; and the assurances made above regarding risk management and compliance and internal control are made in the context of providing a reasonable, but not absolute, level of assurance and do not imply a guarantee against adverse events or more volatile outcomes arising in the future.

MEMBERSHIP AND CHARTER The People Policy Committee must be comprised of at least three independent, Non-executive Directors. Currently, the Committee comprises Non-executive Directors Sir Roderick S Deane (Chair until November 2011), Mr J A Strong, Ms C J Hrdlicka and MrR G Waters (Chair since December 2011). The attendance of members at meetings of the Committee is set out on page 41 ofthe Directors Report. The formal Charter of the People Policy Committee is available onthe Companys website. During the year, the Charter was reviewed and updated. RESPONSIBILITIES The People Policy Committee acts on behalf of the Board and shareholders in respect of human resources to oversee management activities in: 1 establishing and implementing a human resources strategy which ensures that appropriately talented and trained people are available to achieve Woolworths business strategy; 2 protecting the safety and health of its employees, customers, contractors and visitors; 3 undertaking the appropriate performance management, succession planning and development activities and programs; 4 providing eective remuneration policies having regard to the creation of value for shareholders and the external remuneration market; 5 complying with relevant legal and regulatory requirements and principles of good governance; and 6 reporting to shareholders in line with required standards.

The Boards role in the above assurance includes: determining the scope of risk management, compliance and internal control to be covered by the CEO/Finance Director assurance; conrming the internal control benchmark criteria the Company uses the criteria contained in the COSO Internal Controls framework upon which an assessment of the eectiveness of internal controls will be based; and satisfying itself that the process underlying assurance is appropriate and that the CEO and Finance Director are justied in providing their assurance. PEOPLE POLICY COMMITTEE The Board had established a remuneration committee, named the People Policy Committee, which is designed among other things to ensure that the level and composition of Group remuneration is appropriate and reasonable and that its relationship to performance is clear. The People Policy Committee conforms with the requirements of the ASX Recommendations. In addition to having responsibilities related to Group remuneration, the People Policy Committee also has broader responsibilities in respect of overseeing and reporting to the Board in respect of Group human resources strategies and processes.

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The following sets out the specic powers and functions of the People Policy Committee. HR STRATEGY HR strategy review the overall human resources strategy, monitor managements implementation of the human resources strategy, and oversee managements alignment of the human resources strategy with the Companys overall business strategy and objectives; HR policy (including diversity, equal opportunity and unfair dismissal) review the Companys policies and performance to assess the eectiveness of the policies and their compliance with relevant legislative, regulatory and governance requirements including EOWA, sexual harassment, diversity and unfair dismissal; and on the proportion of women who are employed bythe Group as a whole and at all levels ofthe Group; Gender pay equity review remuneration by gender and make recommendations to the Board; Performance management and succession planning review principles, policies and processes for performance management and succession planning and provide oversight to management as it implements the processes to ensure there are sucient people with the appropriate skills, experience, attributes and capability to deliver the requirements of the business strategy; and Development review the principles, policies and programs for the development of Woolworths employees. REMUNERATION Remuneration strategy review and approve the Groups overall remuneration policy, including assessing if remuneration is market competitive and designed to attract, motivate and retain employees; Short term incentives review and approve short term incentive plans annually to determine if they are designed to eectively reward the achievement of Company and individual objectives, including reviewing their implementation to determine whether they reward individuals fairly and equitably within Company cost-parameters; Long term incentives review the design of all employee long term incentive and equity plans annually, to determine if Company objectives are met, compliance with legislative and regulatory requirements, alignment with industry standards and overall cost eectiveness; and make recommendations to the Board for approval of the overall structure and thelevel of participation in the plans; Management review and approve the CEOs recommendations in regard to proposed remuneration packages of executives within the Management Board and Executive Leadership team; and Non-executive Directors review and recommend to the Board the remuneration structure for the Non-executive Directors of the Company, within the maximum amount approved by Shareholders. COMPLIANCE Health and safety review the Companys policies and programs to achieve safety and health objectives, the Companys health and safety performance against agreed targets and monitor, review and report to the Board on key health and safety issues; Gender reporting review and report to the Board at least annually on the proportion of women who are employed bythe Group as a whole and at all levels ofthe Group; Risk management provide input to the Groups management of risks relevant to human resources strategy, policy and practices; and Remuneration Report review and approve the Remuneration Report contained within the Annual Report to ensure disclosure meets the requirements of the Corporations Act and the ASX Listing Rules and is in accordance with good corporate governance practice.

REMUNERATION REPORT In accordance with section 300A of the Corporations Act 2001 (Cth), disclosures in relation to Director and executive remuneration are included in a separate component of the Directors Report, entitled Remuneration Report. Full details of the Companys remuneration philosophy, structure including xed and variable remuneration and quantum are detailed in the Remuneration Report. The Remuneration Report is set out from pages 42 to 69.

EMPLOYEE SHARE PLANS The Company has established various Plans which have provided for the allocation of shares to more than approximately 45,000 of its permanent employees. Details of these Plans are set out in Note 23 to the Financial Statements Employee Benets. The Plans are aimed at aligning Woolworths employee interests with those of Woolworths other shareholders.

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CODE OF CONDUCT The Code of Conduct applies to all employees and sets out the standards in accordance with which they are expected to act. The policy is aimed at the maintenance of standards of honesty, integrity and fair dealing by all employees in their interaction with customers, suppliers, the community, competitors and each other in the performance of their duties and responsibilities. Woolworths aims to review the terms of the Code of Conduct every two years. The Company is currently reviewing the Code of Conduct and expects the review to be completed and the revised Code of Conduct to be issued during 2013. All employees are provided with a copy of the Code of Conduct on the commencement of their employment. As the Code of Conduct is reviewed and revised by the Company, employees are provided with an updated version. The Code of Conduct can be found on the Companys website. In addition to the Code of Conduct, there are a range of activities and compliance programs across the Company designed to promote and encourage the responsibility and accountability of individuals for reporting unethical practices. SPEAK UP The Woolworths Limited group of companies is committed to upholding the behaviours, values and expectations reected in our Code of Conduct. In line with this commitment, there are long-standing and accepted procedures in place for raising breaches of the Code of Conduct, which are routinely followed across the business. Managers are expected to address matters raised in this way in a robust manner. The Speak Up service was introduced as a channel for employees to raise breaches directly with a party external to the Company. The Speak Up service is specically designed for situations when normal escalation procedures have all been exhausted or are notappropriate. The Speak Up service is an independent, condential telephone, internet, email, mail and fax service, operated by an external provider, for employees to report on workplace misconduct. All matters that constitute a breach of the law or Company policy including the Code of Conduct are within scope of the Speak Up service, in particular where: the seriousness of the matter demands immediate investigation and urgent attention from senior management; the matter involves fraud, corruption or behaviour that threatens others; or the matter has the potential to expose the Company or individuals who work for the Company to civil or criminal liability or reputation damage.

Dissatisfaction or disagreements of an interpersonal nature that do not breach any policy or law are not within scope. Woolworths is strongly committed to eliminating workplace misconduct and employees are encouraged to make use of the Speak Up service if they encounter anything they believe constitutes serious workplace misconduct. VENDOR SPEAK UP Following on from the launch of the employee Speak Up service, the Company launched the Vendor Speak Up program in March 2012 as an externally hosted hotline for trade partners of any Woolworths trading divisions. The service is available to all trading partners of Woolworths to report matters of a serious nature where the standard escalation procedures have either been exhausted or are not an option. Woolworths is the rst major Australian retailer to adopt such ascheme, as part of its commitment to continuous improvement, transparency and accountability. Issues that can be reported through the Vendor Speak Up service include breaches of the law, in particular restrictive or unconscionable trade practices, or instances where trade partners believe that dealings with a Woolworths business division or employee have created or are likely to create issues such as: Fraud, corruption or behaviour that threatens others; People or product safety risk; Theft; Conict of interest; Secret commissions, bribes or corruption; Improper disclosure of condential information; Bullying; and Harassment. DIVERSITY AT WOOLWORTHS Woolworths appreciates that diversity is essential to its continued growth and success and is committed to fostering and sustaining aninclusive and exible workplace. Woolworths is pleased to be in a position to report on its performance in respect of diversity, in line with the ASX Diversity Recommendations. This statement: sets out Woolworths workplace prole and key representation metrics; provides a summary of key initiatives that were implemented during the year pursuant to Woolworths Diversity Policy; and outlines Woolworths measurable diversity objectives for 2012/2013.

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WORKPLACE PROFILE The current Woolworths workplace prole indicates signicant progress has been made to date in respect of diversity: GENDER BALANCE AT WOOLWORTHS Women constitute more than half of the Woolworths workforce, with 54% of all employees women as at the end of this nancial year; Woolworths aims to have equal representation of men and women in its graduate program with 52% of graduate recruits in 2012 women; and Women currently hold 28.3%1 of executive leadership roles, up from 16.7% in 2004. Three of the 10 Non-executive Directors on the Woolworths Board are women.
1  This data includes Supermarkets, BIG W, Logistics, Petrol, Woolworths Liquor Group, Corporate, BTS, Masters, Dick Smith (Australia), Thomas Dux, Progressive Enterprises Limited, Hong Kong, India, Dick Smith (NZ), ALH Group, Cellarmasters, Danks Wholesale and excludes Danks Retail

OTHER REPRESENTATION METRICS Woolworths does not require its employees to declare whether they are Aboriginal or Torres Strait Islander people. However, 949 employees have voluntarily declared that they are Indigenous. This includes 202 Indigenous employees who were recruited in 2011/2012 through community-based preemployment programs. Woolworths does not require its employees to declare whether they have a disability. However, 939 employees have voluntarily declared that they have a disability. This includes 439 employees who were recruited through our disability employment partner, Workfocus. PAY EQUITY As part of its annual remuneration review process, Woolworths undertakes an analysis of pay levels by gender, identies any dierentials, and takes appropriate steps to address anydierentials. LOOKING BACK: 2011/2012 MEASURABLE OBJECTIVES Woolworths launched its new diversity policy in September 2010, which includes a number of diversity-related measurable objectives. Prior to the launch of the diversity policy, diversity objectives were incorporated as part of the Equal Employment Opportunity policy. The diversity policy is available on the Companys website. The table below sets out Woolworths objectives, the initiatives taken throughout 2011/2012 to achieve them and relevant outcomes. OBJECTIVE 33% of Non-executive Directors and executive leadership roles (direct reports to the CEO and their executive reports at the next three levels) tobe occupied by women by 2015 Continue to incrementally grow the number of women performing senior roles INITIATIVES AND OUTCOMES Woolworths is making satisfactory progress toward achieving this objective, with women comprising 30% of Non-executive Directors and executive leadership roles

A number of key senior female appointments have taken place during the course of 2011/2012 including to the following roles: Regional Manager Supermarkets, General Manager Thomas Dux, Area Manager Supermarkets, Commercial Manager Petrol, Corporate Finance Manager, Director of Multi Channel, Operational Manager Deal Team, Head of Online Liquor, General Manager Cellarmaster Wines, General Manager Marketing Supermarkets, Group Property Operations Manager, Logistics Operations Manager Food & Liquor, National Operations Manager General Merchandise, Regional Property Development Manager, Manager Strategic Project, Merchandise Manager Grocery and Operations Development Manager. Woolworths made 175 new senior executive appointments during 2011/2012 of which 38% were women. As at June 2012, Woolworths employed the following numbers of management employees on a part-time basis: 30 executives (of which 25 were women), 59 senior managers (of which 52 were women) and 514 managers (of which 391 were women).

This data excludes Danks Retail, Progressive Enterprises Limited, Hong Kong, India and Dick Smith (NZ)

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OBJECTIVE

INITIATIVES AND OUTCOMES The Managing Director and CEO of Woolworths is a member of the Male Champions of Change group. The group brings together some of Australias most inuential and diverse male CEOs and Chairpersons with a view to using their individual and collective inuence and commitment to ensure the issue of womens representation in leadership is elevated on the national business agenda. The Managing Director of Progressive Enterprises Limited is a member of the New Zealand 25 Percent Group which comprises chairs and CEOs from a selection of private, publicly listed and multi-national companies committed to achieving diversity of thought at senior management level and in boardrooms. The aim of the group is to have 25% female representation on boards in New Zealand by 2015. The development and education programs that were oered to females during 2011/2012 included the following: The 12-month Future Leader Program, targeted at managers early in their careers and designed to develop leadership skills to position participants for future promotion. Currently this program has 37% female participation, up from 34% in 2010/2011. The 18-month Engaging Leaders Program, targeted at leaders who have the potential to move into executive positions in the future. Currently this program has 32% female participation up from 30% in 2010/2011. The Day to Day management program, which provides core management principles and is targeted at new frontline managers. Currently this program has 39% female participation up from 30% in 2010/2011. The Personal Leadership program, which enables employees to develop insights into their leadership styles and develops personal eectiveness and resilience. Currently this program has 36% female participation up from 33% in 2010/2011. Woolworths provides employees with part-time and job-share roles, paid maternity leave, exible reintegration after parental leave and support during this leave. Woolworths is a member of the Chief Executive Womens Group (CEW) and 40of Woolworths female senior executives attended events held by the CEW in 2010/2011. During 2011/2012, one female executive won a scholarship through the CEW to attend a program in Singapore. During 2011/2012, a female executive was one of two winners of the Jack Shewmakerscholarship and used her scholarship to attend a program at Harvard.

Continue to create programs that prepare womento take on senior roles within the businessboth in operational and specialist support areas

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LOOKING BACK: 2011/2012 MEASURABLE OBJECTIVES CONTINUED OBJECTIVE As part of Woolworths ongoing commitment to the reconciliation process, continue to assist Indigenous Australians to access employment opportunities through our business INITIATIVES AND OUTCOMES Woolworths launched its Reconciliation Action Plan (Plan) in June 2011 and continues to proactively recruit Indigenous Australians through community based pre-employment programs. Initiatives under the Plan include formal and informal access to work programs, working with indigenous-owned small businesses, and community investmentprograms. During 2011/2012, we have made signicant progress in relation to each of these initiatives including as follows: 202 Indigenous employees were employed through community based preemployment programs; 949 employees voluntarily declared themselves as Indigenous which was an increase of 54% compared to last year; one Indigenous graduate was employed and two Indigenous interns were takenon; 300 managers attended cultural awareness training; Woolworths entered into an agreement with the Australian Indigenous Minority Supplier Council (AIMSC) to work with Indigenous suppliers of goods and services where appropriate. Through this agreement, Woolworths has engaged anumber of dierent Indigenous service providers; acknowledgement to country was embedded in new store openings and formalevents; Aboriginal and Torres Strait Islanders ags are now in 25 locations across Australia; and two trucks in the Woolworths eet are decorated with the Plan artwork, one inNew South Wales and one in Victoria. During 2011/2012, Woolworths has continued to look at new and innovative ways ofproviding people with a disability with employment opportunities. 939 employees declared that they have a disability, which is an increase of 66% from last year. In April 2011, National Disability Recruitment Coordinators (NDRC) was awarded an innovation grant to partner with Woolworths on streamlining the process for people with a disability obtaining work in Woolworths stores located in South East Victoria. During the 12 month period of the funding, the following results wereachieved: 45 placements were made in South East Victoria; 101 managers attended disability awareness training; job role competencies were reviewed to support disability placements; and a guide to disability employment was developed for store managers nationally. Woolworths has been a member of the Australian Network for Disability (AND) for a number of years. Woolworths General Manager of Health Safety and Wellbeing is a member of the Board of AND. In New Zealand, Woolworths Director Sir Roderick Deane, is patron to The Employers Disability Network (EDN), and the Human Resources General Manager for Progressive Enterprises Limited is a member of the Board of EDN. In recognising and celebrating our diversity, Woolworths has: celebrated International Family Day with new international team members and Harmony Day with both employees and customers; integrated diversity awareness into leadership and development training programs with 300 managers attending cultural awareness training; and placed a diversity calendar which is updated weekly on the Woolworths employee communication and engagement website AllYours.

Provide people with a disability employment opportunities and career advancement

Continue to recognise and celebrate our multicultural diversity and grow our workforce to reect the diversity of the Australian population

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OBJECTIVE The Fresh Start agreement

INITIATIVES AND OUTCOMES In April 2012, Woolworths and the Federal Government signed the Fresh Start agreement to enable collaboration in a structured and aligned way in order to help facilitate employment, workplace participation and skills training right across Australia by creating single points of contact for recruitment, pre-employment programs and skills enhancement. The Fresh Start agreement focuses on three key priorities: recruitment for new stores and growth businesses; advancing workplace participation for people from diverse backgrounds; and building skills competence to develop long term careers.

LOOKING FORWARD: 2012/2013 MEASURABLE OBJECTIVES Woolworths is committed to the regular review and updating of its measurable objectives to ensure that they continue to be appropriate and operate to enhance Woolworths diversity prole. The objectives that Woolworths has rearmed during the year are as follows: 33% of Non-executive Directors and executive leadership roles (direct reports to the CEO and their executive reports at the next threelevels) to be occupied by women by 2015; continue to incrementally grow the number of women performing senior roles; continue to create programs that prepare women to take on senior roles within the business both in operational and specialist supportareas; as part of Woolworths ongoing commitment to the reconciliation process, continue to assist Indigenous Australians to access employment opportunities through our business; provide people with a disability employment opportunities and career advancement; and continue to recognise and celebrate our multicultural diversity and grow our workforce to reect the diversity of our customer. POLICY ON TRADING IN COMPANY SECURITIES The Company has adopted a Securities Dealing Policy which regulates dealings with Woolworths securities by all Woolworths people. TheSecurities Dealing Policy was reviewed during the year. The policy is available on the Companys website. The Securities Dealing Policy requires Woolworths people to act in accordance with strict guidelines which prohibit trading in the Companys securities in xed blackout periods preceding the release of the half-year, annual and quarterly results to the ASX. Additional restrictions apply to Woolworths people (including Directors and designated persons) who are most likely to come into possession of inside information during the course of their work to ensure that they take additional care in relation to dealings in Woolworthssecurities. The objective of the policy is not only to require compliance with the law, but to ensure that any dealings in securities by relevant Woolworths parties are above reproach. In addition to the legal consequences for breach, the policy provides for disciplinary action, including dismissal. The policy provides very clear, specic direction to designated persons and other people in relation to prohibited periods for trading in securities. The Securities Dealing Policy has a broad prohibition on hedging of unvested Woolworths securities as well as on vested Woolworths securities that are subject to disposal restrictions. These restrictions are to prevent transactions which could have the eect of distorting the proper functioning of performance hurdles or reduce the intended alignment between management and shareholder interests. Notwithstanding anything in the Securities Dealing Policy, there is no period during which an individual is exempt from the requirements of the Corporations Act 2001 (Cth) with regard to insider trading prohibitions. CONTINUOUS DISCLOSURE Woolworths practice is to release all price sensitive information to the market in a timely manner in accordance with its continuous disclosure obligations under the Corporations Act 2001 (Cth) and ASX Listing Rules. Woolworths has established a framework to enable the Company to provide shareholders and the market generally with timely, direct andequal access to relevant information about Woolworths. Woolworths Continuous Disclosure Policy aims to: ensure compliance with continuous disclosure regulatory requirements; ensure accountability of Woolworths senior management level for compliance; and promote investor condence in the integrity of Woolworths and its securities. The Continuous Disclosure Policy is available on the Companys website.

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SHAREHOLDER ENGAGEMENT COMMUNICATION STRATEGY Woolworths aims to ensure that shareholders are kept informed of all major developments aecting Woolworths. Additionally, we recognise that potential investors and other interested stakeholders may wish to obtain information about Woolworths from time to time. To achieve this, Woolworths communicates information regularly to shareholders and other stakeholders through a range of forums and publications, as outlined in our Shareholder Communications Policy (which can be found on the Companys website). INVESTOR CENTRE The Investor Centre is one of the key methods of communicating with the Companys shareholders. The Investor Centre is available through the Companys website and includes key Woolworths nancial and shareholder information, including the Companys published reports, share price updates, dividend history, presentations and webcasts, shareholder meeting details and all major ASX announcements made by the Company in the last ve years.

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