Wal-Mart pays some board members more on bribery probe work

By Jessica Wohl

(Reuters) - Wal-Mart Stores Inc (WMT.N) said on Monday that members of its board's audit committee were paid more for the latest year because of extra work they had to take on to handle an ongoing investigation into alleged foreign bribery.

The world's largest retailer also said in its annual proxy statement that the cash incentives for its top executives in 2014 would be partly based on meeting certain compliance objectives.

While incentives for senior executives will still be based on financial and growth targets, there will be compliance goals that executives will have to meet as part of the new plan. Executives who do not meet these goals could see their annual cash incentives reduced or eliminated, according to the regulatory filing.

Back in November 2011, Wal-Mart began its own probe into matters including alleged violations of the U.S. Foreign Corrupt Practices Act, and whether such matters were appropriately handled by the company.

The issue was brought into the public spotlight one year ago, when the New York Times published a report that described how Wal-Mart had intentionally stifled an early internal probe into allegations that Wal-Mart de Mexico (WALMEXV.MX) officials had paid bribes to help build stores in Mexico.

Wal-Mart said on Monday that it was "implementing enhancements to how we report and investigate allegations of wrongdoing worldwide."

During fiscal 2013, which ended in January, the audit committee met 15 times while other committees met five times or seven times, and the full board met six times, Wal-Mart said.

Members of the audit committee were paid an additional $60,000 fee, while the committee's chairman, Christopher Williams, received an $85,000 fee, the company said.

Wal-Mart said that because of the audit committee's extra work, it decided to double the cash portion of the annual retainer for audit committee members, and doubled the chair fee for the chair of the audit committee.

Williams earned $189,000 in fees for fiscal 2013, the most of any of the 15 board members who are not part of Wal-Mart's management team. Williams, who is chairman and CEO of investment bank Williams Capital Group, has been on Wal-Mart's board since 2004. In last year's board elections, when some shareholders voted against certain board members due to the foreign bribery allegation issue, 13.3 percent of votes were cast against him.

Wal-Mart spent $157 million last year on its probe of alleged bribery allegations in Mexico, Brazil, China and India, and on improvements to its compliance programs.

SORENSON, OTHERS LEAVING BOARD

Separately, three board members will not stand for re-election at the company's June 7 annual meeting. In addition, Chief Executive Mike Duke and some other executives were paid more last year as sales and profit grew.

The company said that James Breyer, the board's presiding director, and M. Michele Burns are each leaving the board after more than 10 years of service. Meanwhile, Arne Sorenson has decided to focus on his role as chief executive of Marriott International Inc (MAR.N). Sorenson is one of the members of the audit committee.

Duke earned $20.7 million last year, up from $18.1 million a year earlier, as the retailer continued to grow despite a sluggish U.S. economy and concerns over the alleged international bribery. Wal-Mart noted that Duke will earn a significant majority of his overall compensation only if the company meets certain performance goals.

Wal-Mart's total sales rose 5 percent to $466.11 billion in the fiscal year that ended in January, while earnings per share rose 10.6 percent to $5.02 per share. Sales at Walmart U.S., the company's largest unit, rose 3.9 percent to $264.19 billion.

Meanwhile, groups that often complain about Wal-Mart's business practices on Monday asked for the removal of Duke and Chairman Rob Walton, a son of deceased founder Sam Walton, from the board. The United Food and Commercial Workers International Union and its OUR Walmart subsidiary said that letters were sent to Wal-Mart's global ethics office calling for Wal-Mart's board to remove Duke and Rob Walton "for their failure in leadership in preventing the alleged bribery, trying to cover it up" and not taking meaningful action to fix internal problems.

The letters were dated April 22, which coincided with the anniversary of the publication of the New York Times report. The story was published online on April 21, 2012, and appeared in the April 22, 2012, print edition of the newspaper.

Shares of Wal-Mart slipped 0.4 percent to $77.97 on Monday. They had reached an all-time high of $79.28 one week ago.

(Reporting by Jessica Wohl in Chicago; Additional reporting by Liana B. Baker in New York; Editing by Gary Hill, Matthew Lewis and Chris Gallagher)

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