Purpose
The Executive Committee is appointed by the Board of Directors (the
“Board”) of Walmart Inc. (the “Company”) to exercise the powers and duties
of the Board between Board meetings and while the Board is not in session,
and implement the policy decisions of the Board.
Committee Membership
The Executive Committee should consist of no fewer than three members, as
determined annually by the Board on the recommendation of the Nominating
and Governance Committee; provided, however, that the Committee may operate
with fewer than three members as long as such composition complies with
applicable laws, rules, regulations, and securities exchange listing
standards. The Chief Executive Officer shall be and, if a different person,
the Chairman or Chairwoman of the Board shall be, a member of the Executive
Committee. The members of the Executive Committee shall be appointed
annually by a majority vote of the Board on the recommendation of the
Nominating and Governance Committee. Executive Committee members may be
replaced by the Board at any time. The Board shall designate the Chairman
or Chairwoman (“Chairperson”) of the Executive Committee. The Executive
Committee may form and delegate authority to subcommittees of one or more
members when appropriate.
Meetings
The Executive Committee shall meet as often as it determines to be
necessary or appropriate. The Chairperson shall preside at each meeting
and, in the absence of the Chairperson, one of the other members of the
Executive Committee shall be designated as the acting chair of the meeting.
The Chairperson (or acting chair) may direct appropriate members of
management and staff to prepare draft agendas and related background
information for each Executive Committee meeting. The draft agenda shall be
reviewed and approved by the Executive Committee Chairperson (or acting
chair) in advance of distribution to the other Executive Committee members.
Any background materials, together with the agenda, should be distributed
to the Executive Committee members in advance of the meeting. All meetings
of the Executive Committee shall be held pursuant to the Amended and
Restated Bylaws of the Company with regard to notice and waiver thereof,
and written minutes of each meeting, in the form approved by the Executive
Committee, shall be duly filed in the Company records. At the request of
the Board or as the Chairperson determines necessary, reports of meetings
of the Executive Committee shall be made to the Board at its next regularly
scheduled meeting following the Executive Committee meeting accompanied by
any recommendations to the Board approved by the Executive Committee.
Committee Authority and Responsibilities
The basic responsibility of the members of the Executive Committee is to
exercise their business judgment to act in what they reasonably believe to
be in the best interests of the Company and its shareholders. In
discharging that obligation, members should be entitled to rely on the
honesty and integrity of the Company’s senior executives and its outside
advisors and auditors, to the fullest extent permitted by law.
The Executive Committee shall have the authority to exercise all powers and
authority of the Board, including without limitation the powers and
authority enumerated in the Amended and Restated Bylaws of the Company,
excepting:
- the review and approval or disapproval of transactions covered by the
Company’s Transaction Review Policy; and
- matters, which, under the Delaware General Corporation Law, the rules and
regulations of any securities exchange on which the Company’s securities
are traded, the Company’s Restated Certificate of Incorporation, or the
Company’s Amended and Restated Bylaws, cannot be delegated by the Board to
a committee of the Board or must be delegated to another committee of the
Board.
The Executive Committee shall review and reassess the adequacy of this
Charter annually and recommend any proposed changes to the Board for
approval. The Executive Committee shall annually review its own
performance.
History of Amendments
This charter was last amended effective as of April 14, 2020.