This practice was codified in our Corporate Governance Guidelines in 2020. The Board understands the value of diverse membership and it is the policy of the Board to include and to instruct search firms to include women and minority candidates among the pool of potential Board candidates to be considered by the NGC.
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The Nominating and Governance Committee (NGC) of the Board selects potential Board candidates on the basis of outstanding achievement in their professional careers broad experience and wisdom personal and professional integrity ability to make independent, analytical inquiries experience and understanding of the business environment willingness and ability to devote adequate time to Board duties and such other experience, attributes, and skills that the NGC determines qualify candidates for service on the Board. We believe an effective Board should be made up of individuals who collectively provide an appropriate balance of distinguished leadership, diverse perspectives and viewpoints, strategic skill sets, and professional experience relevant to our business and strategic objectives. In addition, we have separated the Chair and CEO roles since 1988 and had a Lead Independent Director role since 2004. Our incoming CEOs have supported this practice, and we believe this practice has contributed to successful CEO transitions during our company’s history.Ĭonsistent with our Board’s commitment to independent Board oversight, the Board generally seeks to fill the remaining Board seats with directors who are independent as defined in the NYSE Listed Company Rules. Our CEO also serves on the Board, and our former CEOs have historically served on the Board for a period of time after they retire. Historically, three members of the Walton family are members of our Board at any given time the Board believes this is appropriate in light of the Walton family’s significant and long-term share ownership.
Three generations of Walton family members have served on our Board, which demonstrates the Walton family’s interest in and commitment to the long-term success of our company. Approximately 47% of our company’s shares are held by members of the family of Sam Walton, our company’s founder. The Board reviews its leadership structure annually and has designed it to promote robust oversight, independent viewpoints and the promotion of the overall effectiveness of the Board.