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CHAIRMAN'S ADDRESS AND MANAGING DIRECTOR'S ADDRESS TO ANNUAL GENERAL MEETING THURSDAY, 12 NOVEMBER 2015, 1:00PM PERTH TIME


CHAIRMAN'S ADDRESS


Thank you, Linda, for those kind words, and good afternoon ladies and gentlemen.


Let me say up front how honoured and privileged I feel to have been on the Board for almost ten years, the last seven as Chairman.


I can say without reservation of my almost thirty years on company boards, firstly as an executive director and the last ten as a non-executive director, this has been my most rewarding and enjoyable experience.


The corporate culture in Wesfarmers is the best I have experienced with Board and management aligned to deliver a satisfactory return to shareholders, and the Board/management interface based on respect and transparency.


So turning to the matters on hand, on behalf of the company's Board, I would like to welcome you to our Annual General Meeting in this our 101st year.


The AGM is always a special day for our company and, once again, we have an amazing turn-out of shareholders in attendance. Thank you all for coming along in such great numbers - I think it says something quite profound about this company of ours. I hope you are enjoying the experience.


May I, too, thank Matthew McGuire for his Welcome to Country on behalf of the Noongar people, the traditional owners of this part of Western Australia. Thank you Matthew.


I would also like to acknowledge indigenous people in all regions where Wesfarmers businesses operate, and express the ambition that we share this future together and aligned.


I'm satisfied a quorum is present today and so I declare the meeting open.


I'll now ask my fellow directors to be upstanding as a group and face the audience while I introduce them.


On the stage here with me and our company secretary Linda Kenyon is, of course, Wesfarmers' Managing Director, Richard Goyder.


In the front row is Terry Bowen, who has been our Finance Director since 2009 and continues to perform outstandingly well in the role. Thank you Terry.


Now, I'd like to introduce James Graham. James is our longest serving board member having been on the Board since 1998.


Next is Tony Howarth, who joined the Board in 2007 and is Chairman of our Audit and Risk Committee. Next to Tony is Diane Smith-Gander, a board member since 2009.

Wayne Osborn joined the Board in 2010 and is Chairman of our Remuneration Committee. Next to Wayne is Vanessa Wallace, a board member since 2010.

Next is Paul Bassat who joined the Board in 2012.


And, then Jennifer Westacott, who was appointed as a director in 2013.


And finally, Michael Chaney, who we welcomed back to the company in June and who, subject to your approval, will become our 11th Chairman today. You'll be hearing from Michael shortly.


Could I also acknowledge in the audience today former board members and senior executives - Trevor Eastwood, David White and Charles Macek.


Also with us, of course, are the Group's current senior executives, including the Managing Directors of the divisions and, on your behalf, I welcome them and thank them for their efforts during the year. I think Wesfarmers is blessed with outstanding executives and I thank them all for their efforts during my time as Chairman.


As you would have seen coming into the meeting, all our businesses are well and truly represented here today.


So if you do have particular matters you wish to raise that go to the detail of any of those operations, and which neither I nor Richard Goyder would be able to answer during question time, please do make contact with those people after the formal meeting.


Ladies and gentlemen, I said at the outset today was a special day - all our AGMs are - but for me, it's a day of extra special significance - this being my last as Chairman of this great company.


I have been privileged to be Chairman of Wesfarmers for the last seven years. I took over the role in November 2008 when Trevor Eastwood retired.


I would like to take this opportunity to acknowledge the great contribution Trevor made to the company as an executive, CEO and later Chairman.


I learnt a lot in my two and half years on the Board under his chairmanship.


When I succeeded Trevor, I became just the tenth Chairman of Wesfarmers - just ten Chairmen in more than a century of operation - and Richard Goyder is only our seventh CEO.


Again, I think this says something profound about our company, which has grown from a small farmers' cooperative to be one of Australia's largest companies by market value, and Australia's largest private sector employer with more than 200,000 staff, and several thousand more in New Zealand and Asia.


Serving before me as Chairman have been some incredibly distinguished and great Western Australians. I broke the mold being originally from outside Western Australia.


My being here is largely due to my wife Sheryl who is a proud West Australian. When I retired as a CEO, Sheryl strongly encouraged me to secure a board position in a West Australian company because she told me we were going to buy a home in Perth and spend most of our time here - now all of our time here.


I was fortunate enough to be appointed to the Board of this great company in 2006 and, I'm delighted to say, Sheryl is with me here today. I'm glad I followed her advice.


It's been an amazing experience. To some extent, never having worked for the company as an executive and not being as close to the history, helped me see the organisation through fresh eyes. What impressed me most was the culture. For companies to succeed you need vision, supported by strategies, but great strategies cannot be implemented without the right culture.


When I was appointed Chairman of Wesfarmers, I declared my main objective was to be custodian of the culture.

Others will judge how well I have succeeded in that endeavour. There have been some very, very big challenges, and lots of publicity about them. But at Board and executive level we have sought at every stage to do the right thing by our shareholders, our other stakeholders and the wider community.


Issues have arisen and mistakes have been made, but where they have, we have acknowledged them and sought to address them by putting in place the people, the structures and the processes to ensure they don't happen again.


We value the reputation of this company very, very highly. It is a precious asset.


All organisations succeed or fail based on the quality of their leaders and the quality of the people they lead. In the end, it's all about the people.


Financial discipline must remain of paramount importance, and our core values - integrity, openness, accountability and boldness - must always remain the same. These values have served this company well for more than a century.


The major change that has occurred during my time has been the acquisition of the Coles Group in 2007.


I chaired the Due Diligence Committee of the Board back then and saw firsthand the poor state of those businesses and the opportunity to turn them around.


When I became Chairman in 2008, one year after completing the takeover, we were in the early stages of the turnaround when we were hit by the full impact of the global financial crisis.


As I've said before in those early days there was no shortage of criticism of the acquisition.


The Coles turnaround story is now well known so I don't need to re-tell it, but I think it's fair to say the overwhelming majority of people now agree the decision was the right one. The company has executed the turnaround strategy well, and we are now more strongly positioned than ever.


Over my ten years on the Board the Coles turnaround has been the centre of attention from the investment community and media.


All of the businesses in the conglomerate have had their ups and downs but Bunnings has been a standout success story over the ten years, consistently delivering stellar results.


Within the businesses acquired through the takeover of Coles, Kmart has also been an outstanding success story.


In recent weeks I have been involved in a series of investor meetings with Michael Chaney, and I agree with his observation that Wesfarmers has been successful because it is a conglomerate, and not despite being a conglomerate.


As a conglomerate, if we are not financially strong and successful, with a focus on our returns to shareholders, we cannot survive, prosper and do the many good things in the community we like to do.


To attract the best talent by being an employer of choice, we must also reflect the communities in which we operate, and set and live up to the standards we believe are desirable in those communities.


I am proud to say we are providing greater career opportunities for women; we now employ several thousand Indigenous Australians when just a few years ago we had only a handful of Indigenous people in our teams; and we now provide much safer workplaces for our employees - something I have been passionate about and am delighted to see such improvement.


There is still much to be done, but the progress has been good and I thank and further encourage all involved in these efforts.


Our uncomplicated view is that we want to make the communities we are part of stronger, healthier and better places to live and raise families. It's the same vision that a small group of farmers had when they started the company way back in 1914.

We are now a top ten company, with a strong balance sheet, excellent businesses, great flexibility giving us both organic and step-out growth opportunities, and, most importantly, outstanding executives leading outstanding teams.


And, at this point, I would like to pay tribute to Richard Goyder, our Managing Director for the last ten years.


Richard had big shoes to fill - as have all Wesfarmers' CEOs before him. The timing of the Coles acquisition and the GFC tested him and I think it was then that Richard's calmness and assuredness really started to shine through.


He received, and continues to receive very strong support from the Board and he has brought into the businesses some extremely talented executives to add to the great talent pool we already had.


These days, Richard is consistently rated one of Australia's most highly respected business leaders and, of course, he was chosen to head the Business 20 arm of the G20 when Australia hosted it last year. That was a great tribute to him and the company.


Wesfarmers' history has been marked by a succession of great leaders with a preparedness to undertake, from time to time, bold growth initiatives.


Richard has done all of that - with the assistance of the great team he's put in place - and I know I speak on behalf of all the board members over the last ten years when I say he's been an outstanding person to work with, and he has shown true leadership over my entire time on the Board. Thank you Richard.


As Chairman, I would like to thank my colleagues on the Board for their hard work and support throughout the year. Their varied skills, experience and perspectives is complemented by a truly collaborative and cooperative approach.


I can faithfully report that the board members are serving the shareholders well.


And I would like to extend my appreciation to all the other people who have served on the Board with me over the years. Their individual and collective contributions to the company have been enormous, their unwavering focus has been on delivering value to our shareholders, and their support for me in my role as a fellow board member and then Chairman has been tremendous. I can't thank them enough.


Ladies and gentlemen, as I said at the start, I have spent almost thirty years on boards, firstly as an executive director and the last ten years as a non-executive director, and Wesfarmers has the best boardroom culture and Board/management relationship I have encountered.


As well as my own retirement this year, there are three retirements by rotation. A little later in the meeting we will be asking you to support the re-election of all three, plus the election of Michael Chaney as Chairman to succeed me.


Michael has had a highly successful career as an executive, as Managing Director of Wesfarmers, and as director and then Chairman of other major Australian companies. He now brings that experience and expertise back to the company as it moves into its next phase and I am delighted he has agreed to take on the role - subject of course to your vote.


Who better to succeed me than Michael who played such a vital role in establishing that culture I have referred to earlier?


As you would be aware from the Notice of Meeting, there are six items of business to be discussed when we move into the formal part of the meeting.


But before that I'll make some general observations about the last twelve months or so and what lies ahead. Richard Goyder will then comment in more specific terms on the company's business activities and after that I will return to open the formal proceedings.


Wesfarmers again performed well in the last financial year and I believe we have good reason to continue to be confident about the future.


We are in a very sound financial position, our balance sheet is strong and we are well positioned to take advantage of growth opportunities in the future.

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