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Walmart pays audit committee board members extra for FCPA investigation

Walmart Inc. said in an SEC filing that it’s paying the chair of its audit committee $90,000 in extra compensation because of the workload created by the company’s ongoing FCPA investigation.

Other members of the board’s audit committee are being paid $45,000 extra for the FCPA-related work, according to an SEC filing posted last month by FCPA Tracker.

Walmart started the practice of paying them more last year.

Outside directors at Walmart normally receive an annual cash “retainer” of $100,000 and an annual stock grant worth $175,000. They’re also paid an additional $4,000 if attending a board meeting requires intercontinental travel from their home.

The company first disclosed the FCPA investigation in December 2011. The investigation has involved allegations of potential FCPA violations in Mexico, Brazil, China, and India, among others, according to Walmart’s earlier SEC filings.

In November 2017, Walmart said it had reserved $283 million for a possible FCPA resolution with the DOJ and SEC.

The company said then that ongoing settlement talks with the agencies had “progressed to a point where” it could “reasonably estimate a probable loss.”

Walmart said in April the board members’ extra work related to the FCPA investigation involves “communication with internal counsel, outside counsel and other advisors.”

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Here’s Walmart’s disclosure from its April 23, 2019 Proxy Statement (Schedule 14A) courtesy of FCPA Tracker:

Each Outside Director who attends in person a Board meeting held at a location that requires intercontinental travel from his or her residence is paid an additional $4,000 meeting attendance fee. Also, each member of the Audit Committee received an additional fee during fiscal 2019 for his or her time spent with respect to the Audit Committee’s oversight of the company’s internal investigation related to the Foreign Corrupt Practices Act and other investigatory matters. This work significantly increases the workload of Audit Committee members related to communication with internal counsel, outside counsel and other advisors. To recognize this additional time commitment, during fiscal 2019, the Audit Committee Chair received an additional fee of $90,000, and the other members of the Audit Committee received an additional fee of $45,000.

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Richard L. Cassin is editor at large of the FCPA Blog.

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