Wesfarmers : 2020 Corporate Governance Statement and Appendix 4G 3482 KB

23 September 2020

The Manager

Market Announcements Office

Australian Securities Exchange

Dear Manager,

2020 CORPORATE GOVERNANCE STATEMENT AND APPENDIX 4G

In accordance with ASX Listing Rules 4.7.3, 4.7.4 and 4.10.3, attached is the Wesfarmers Limited 2020 Corporate Governance Statement and Appendix 4G.

Yours faithfully,

Vicki Robinson

Executive General Manager

Company Secretariat

This announcement was authorised to be given to the ASX by the Wesfarmers Limited Board.

2020 Corporate Governance Statement

Contents

2020 Annual Report

2020 Wesfarmers Annual Report is available at www.wesfarmers.com.au

1	Roles and responsibilities of the Board and management	3
2	Structure and composition of the Board	4
2.1	Independence of the Chairman	6
2.2	Director independence	6
2.3	Directors' rights and obligations	7
2.4	Committees of the Board	8
2.5	The role of the Company Secretary	8

3	Board succession planning	9
3.1	Appointment of new non-executive directors	9
3.2	Induction of new non-executive directors and	9
	ongoing director development
3.3	Evaluation of the Board, committees and directors	9

4	Remuneration and evaluation of senior executives	10
4.1	Remuneration	10
4.2	Evaluation of the performance of senior executives	10
5	Governance policies	11
6	Ethical and responsible behaviour	13
7	Investor engagement	14
8	Integrity in financial reporting	15
8.1	Role of the Audit and Risk Committee	15
8.2	Role of the Disclosure Committee	15
8.3	Role of the external auditor	15
9	Risk Management	16
9.1	Risk Management Framework	16
9.2	Risk management oversight and responsibility	17
9.3	Internal Audit Function	18
9.4	Risk certification	18
10	Inclusion and diversity	19
10.1	Wesfarmers' vision for reconciliation	19
10.2	Gender balance and inclusion	20

Wesfarmers 2020 Corporate Governance Statement

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The Board of Wesfarmers Limited

The Board of Wesfarmers Limited is committed to providing a satisfactory return to its shareholders and fulfilling its corporate governance obligations and responsibilities in the best interests of the company and its stakeholders. This corporate governance statement details the key aspects of the governance framework and practices of Wesfarmers. It regularly reviews its governance framework and practices so as to ensure they consistently reflect market practice and stakeholder expectations.

The Board believes that the governance policies and practices adopted by Wesfarmers during the reporting period for the year ended 30 June 2020 follow the recommendations contained in the third edition of the ASX Corporate Governance Council's

Corporate Governance Principles and Recommendations (ASX Principles). It is noted that the fourth edition of the ASX Principles was released on 27 February 2019 and takes effect for a listed entity's first full financial year commencing on or after 1 January 2020 - for Wesfarmers, this is the year ending 30 June 2021.

Many of Wesfarmers' corporate governance policies and practices set out in this corporate governance statement also comply with the fourth edition of the ASX Principles.

Michael Chaney AO		Rob Scott	Diane Smith-Gander AO
CHAIRMAN		MANAGING DIRECTOR	DIRECTOR

Vanessa Wallace	Wayne Osborn	Sharon Warburton
DIRECTOR	DIRECTOR	DIRECTOR

Jennifer Westacott AO	The Right Honourable	Mike Roche
DIRECTOR	Bill English KNZM	DIRECTOR
	DIRECTOR

Wesfarmers 2020 Corporate Governance Statement

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