El interés patrimonial de las vistas panorámicas urbanas y su tratamiento

The Company is of a kind referred to in Australian Securities and Investments Commission Class Order 98/100 dated 10 July 1998 pursuant to section 341(1) of the Corporations Act 2001 relating to the „rounding off‟ of amounts in the Financial Report and Directors‟ Report. In accordance with that Class Order, amounts therein have been rounded off to the nearest tenth of a million dollars except where otherwise indicated. This Report is made out in accordance with a Resolution of the Directors of the Company on 27 September 2013.

Ralph Waters Grant O’Brien

27 September 2013

Dear Board Members

Woolworths Limited

In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following declaration of independence to the directors of Woolworths Limited.

As lead audit partner for the audit of the financial statements of Woolworths Limited for the financial year ended 30 June 2013, I declare that to the best of my knowledge and belief, there have been no contraventions of:

(i) the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and

(ii) any applicable code of professional conduct in relation to the audit.

Yours sincerely

DELOITTE TOUCHE TOHMATSU

A V Griffiths Partner

Chartered Accountants

Deloitte Touche Tohmatsu A.B.N. 74 490 121 060

Grosvenor Place 225 George Street Sydney NSW 2000

PO Box N250 Grosvenor Place Sydney NSW 1220 Australia

DX 10307SSE

Tel: +61 (0) 2 9322 7000 Fax: +61 (0) 2 9322 7001 www.deloitte.com.au

The Board of Directors Woolworths Limited 1 Woolworths Way Bella Vista NSW 2153

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 financial year. Approach to governance

Corporate governance is at the core of the Board‟s approach to the enhancement of shareholder value and the protection of shareholders‟ funds.

Woolworths is committed to ensuring that its policies and practices in the critical areas of financial

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 Council‟s (“ASX

CGC”) Corporate Governance Principles and Recommendations with 2010 Amendments (2nd Edition)

(“ASX Recommendations”) or disclose any differences to them.

The Company has reviewed its current corporate governance policies and practices against the ASX Recommendations and considers that they meet the ASX Recommendations for the financial period ended 30 June 2013.

Website

Full details of Woolworths‟ corporate governance practices, including its charters and policies, are publicly available in the Corporate Governance section of the Company‟s website under the tab “Who We Are”. The website is reviewed and updated regularly to ensure that it reflects 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 Company‟s 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 affairs 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.

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. Information on the Company‟s Chairman is set out on page 42.

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 defining their roles and responsibilities (as summarised in this Report). These Charters are available in the Corporate Governance section of the Company‟s website under the tab “Who We Are”.

The role of the Board

The Board‟s role is to represent and serve the interests of shareholders by overseeing and appraising the Company‟s strategies, policies and performance. The Board‟s 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, qualifications and details of each Director along with details of the period of office of each Director are included on pages 42-46 of this report and the Director‟s attendance at Board and Committee meetings are included on page 51.

Board of Directors