N 58 O Board of Directors TI C U D O Corporate governance NTR I 27% 18% Y Strong corporate governance starts with setting the structures and incentives to help the female identify as T racially/ethnically diverse I N company thrive in the long term and flows through to everyday practices. TU R O P P O BOARD AND MANAGEMENT ESG OVERSIGHT 12-year term limit for Independent Directors Y OVERSIGHT OF STRATEGY While management is responsible for developing ESG T I strategies, the Board oversees the overall ESG strategy and IL AND RISK B A certain priority issues. Examples include: IN Our approach to corporate governance includes: A ST • Walmart’s Chief Sustainability Officer provides updates Board independence U • Maintaining a majority independent Board with diverse S on the ESG agenda and progress to the Nominating backgrounds and relevant experiences and skills and Governance Committee (NGC). In 2021, the NGC All members of the Audit Committee, Compensation and Y • Effective Board and management oversight of strategy, discussed Walmart’s ESG strategies and progress, including Management Development Committee and Nominating IT and Governance Committee are independent N risks and opportunities, including through Board and U our climate and public policy strategies and practices. M management committees OM • The Audit Committee oversees ethics and compliance as C • Developing a talented and diverse pipeline of leaders well as cybersecurity and information security. In 2021, the committee discussed data privacy and digital citizenship. Robust Lead Y • Designing compensation programs to support our Independent T I Director role R enterprise strategy and to align our leadership team with • The Compensation and Management Development G E our culture, strategy and organizational structure Committee oversees human capital. In 2021, the 7 of 11 NT I Committee discussed continued investment in wages Directors are & • Engaging regularly with and receiving feedback from independent S C and benefits, senior leadership development and I a wide variety of stakeholders, including shareholders, 10 of 11 TH COVID-19 response, among other topics. E customers, associates and suppliers Directors are non-management 43