PRESS STATEMENT: Shareholder-activists to attend Woolworths AGM (questions attached)
29 November 2015
Shareholder-activists including priests, youth leaders, trade unionists and several BDS supporters of the Jewish community, will be attending tomorrow's Woolworths Holdings Limited shareholder AGM (93 Longmarket Street, Cape Town CBD). The main item to be raised by the “shareholder-activsits” is the company’s continued relations with Israel. Below and attached are a list of questions, some of which have already been submitted in writing, that will be raised at tomorrow’s Woolworths AGM. 
Activists belonging to the National Coalition 4 Palestine and the #BoycottWoolworths campaign, have bought single shares in Woolworths Holdings Limited in order to attend the company’s AGM and raise issues regarding, amongst others, the company's trade with Israel. In addition several business-people and long time shareholders with investments of over a million each have backed the campaign and sent proxies with a mandate to support the campaign.
Attending of a company's AGM to advance certain human rights agendas by “shareholder-activists” is a practice inspired by the anti-apartheid movement, which had priests, trade unions and others attending the AGMs of multinational companies that were trading with Apartheid South Africa. In the 1980s shareholder-activists would attend an AGM to raise the boycott of Apartheid South Africa as well as, in some instances, collapse the company's AGM in protest.
We encourage members of the media to attend tomorrow’s AGM starting at 10h00.

10th Floor | 23 Jorisson Street | Braamfontein Centre | Braamfontein | Johannesburg
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BDS South Africa is a registered Non-Profit Organization. NPO NUMBER: 084 306 NPO
BDS South Africa is a registered Public Benefit Organisation with Section 18A status. PBO NUMBER: 930 037 446 

1. A large amount according to this years financials is spent on professional fees: 

- How much of this is legal costs relating to the #BoycottWoolworths campaign? 

- How does the profit margin % made on goods imported from Israel compare with the spend on professional services?

2. Does Woolworths aim to increase shareholder value? The #BoycottWoolworths protests and campaign are leading to brand damage and reputational loss - is this justified in terms of revenue and profits earned from the selling of the small percentage of Israeli products? If not, does this then amount to reckless trading? 

3. Is it true that Woolworths pays beyond the legal minimum wage as prescribed by Government? Is it standard practice of Woolworths to go beyond the minimum legal requirements prescribed by Government with regard to the environment, water usage, responsible-fishing, human rights, worker rights and human dignity? If so, then why is Woolworths not willing as a private entity to go beyond the minimum when it comes to respecting human rights and the wishes of consumers with regard to Palestinian human rights and the boycott of Israel?

4. How much was spent on the Pharrell Williams campaign and in particular the Pharrell Williams concert in Cape Town. Was a media analysis conducted by the company of the Cape Town concert and Pharrell South African tour to ascertain whether the concerts were beneficial to the company’s image compared to the negative publicity brought by the #BoycottWoolworths campaign.

5. In addition to the annual financial statements, will Woolworths furnish to shareholders any other reports by its external auditors, internal auditors and any other assurance providers during the last 18 month (since 1 July 2013)? If not, Woolworths is requested to detail the nature of the reports and why such reports will not be furnished to shareholders.

6. How has the Board of Directors discharged its duties particularly in respect of section 76 and section 77 of the Companies Act as it relates to Woolworths trade with Israel?

7. How does Woolworths trade with Israel, which continues to illegally occupy Palestinian land and administers gross violations of human rights, affect Woolworths’:

Good Business Journey index;
BEE score; and
Carbon footprint.

8. Has the Board of Woolworths seriously considered the effect of buying from an apartheid state like Israel compared to sourcing the same fresh produce locally or from alternative sources internationally? If so, if there is a negative effect, what action will be taken in this regard? If there is no effect, how are the above indicators relevant to shareholders in any meaningful way?

9. Has the Board of Woolworths seriously considered the effect of purchasing products from Israel in respect of Woolworths’ carbon footprint and Woolworths’ sustainability indicators including its inclusion in the JSE SRI index? If so, Woolworths is requested to kindly furnish the report in this regard.

10. In measuring the water consumption in respect of fresh produce imported from Israel, how is water usage measured in circumstances where 5 million Palestinians live in a state of water shortage and drought due to Israel’s curtailment of water resources and services to Palestinians? 

11. How is Woolworths’ trade with Israel consistent with Woolworths brand and vision?

12. In respect of the 4% of fresh produce which is imported, kindly furnish an account and/or explanation undertaken by Woolworths of alternative sources to procure figs and pretzels other than from Israel.

13. South Africa’s fig industry includes approximately 10 farmers, in the Karoo town of Prince Albert, that are responsible for exporting over 100 metric tons of figs annually including organic figs. In this regard is not Woolworths’ importing of figs from Israel in contravention of the goals of the National Development Plan and South Africa’s agricultural policy? Furthermore, it would seem that Woolworths claims regarding sustainability does not support the South African agricultural and green economy?

14. Does Woolworths have an ethical policy in respect of its commercial and trade relations? In this regard, what is Woolworths policy on trading with entities and/or persons that are:

Guilty of criminal conduct; and/or
Guilty of contravening local and/or international law; and/or
Condemned by the United Nations General Assembly and Human Rights Council.

15. The King Code, among other things, places great emphasis on building and sustaining a corporate ethical culture, implementing ethical standards and adhering to such standards, incorporating ethical risks and opportunities in the management risk process and the implementation of ethics-related policies. In fact the King Code places the responsibility for the ethical governance and compliance squarely on the Board of Directors including assessing, monitoring, reporting and disclosing a company’s ethical performance. Furthermore, the issue of sustainability is also central to the King Code which holds that a company’s strategy, risk, performance and sustainability are all inseparable. How has Woolworths given effect to these ideals in relation to sourcing products from contexts that are tainted by and/or compromised due to human rights violations and the contravention of international law?

16. The following information is requested in respect of Woolworths past and continuing trade with Israeli entities:

- Do the directors and/or any staff of Woolworths have any financial interest in the Israeli entities which Woolworths interacts with?

- Can you confirm if Woolworths has paid over all the applicable VAT payments in respect of its imports from Israel?

- Can you confirm that Woolworths is not involved in transfer pricing in respect of its purchases from Israeli entities in order to avoid the payment of tax in South Africa?

- In auditing the sustainability attributes of food items sold at Woolworths, did you visit the Israeli fig farms and assess whether the farms were located illegally on occupied Palestinian land and furthermore whether the farms made use of water that was illegally sourced from occupied Palestinian land?

- Can you confirm the value of outstanding receivables and/or payables and/or loans from Israeli suppliers (as at the most recent financial year end)?

- Whether Woolworths has paid all duties and tariffs on goods imported from the Occupied Palestinian Territories (such as products of Palestine) at rates for Israel or at the rates for Palestine?
17. Has Woolworths undertaken a proper and comprehensive investigation and/or due diligence to ensure that the Israeli goods that it is sourcing are not tainted by Israel’s discriminatory policies? If there is a middle supplier who sources the produce from Israel has Woolworths ensured that such a supplier has conducted such an investigation? If so, can Woolworths kindly furnish these reports to shareholders.
18. In terms of the last AGM it was confirmed that the issue Woolworths external auditors did not audit Woolworths sourcing from Israel and its policy regarding sourcing from the occupied Palestinian territories. What is the reason for Woolworths excluding same from its external auditors’ mandate? Is Woolworths prepared to make this information available to its external auditors for auditing purposes?
19. In the Good Business Journey Woolworths extends its ethical relationship with jurisdictions outside of South Africa and also to producers who Woolworths does not have a direct relationship with. Woolworths claims that it “has embarked on a journey to better manage [its] ethical supply chain risk and to take more responsibility for improving the lives of workers in [its] South African and global supply chains” and furthermore state that it is “partnering with credible third-party organisations and standards, particularly where [it’s] sourcing commodities and [doesn't] have direct relationships with the producers.” Towards this end, Woolworths cites twelve international countries from which it ensures that it only sources socially responsible products. There is no mention of Israel. In this regard, is Woolworths of the view that products sourced from Israel have no ethical implications whatsoever unlike products sourced from the other twelve countries mentioned? If so, why is Woolworths of this view?
20. Woolworths claims that it does not source any products from the Occupied Palestinian Territories. At the last AGM, Mr Ngumeni, the Chief Operating Officer of Woolworths, confirmed that Woolworths is comfortable with the services provided by G4S despite allegations of violating human rights in the occupied territories. G4S is directly implicated in providing services and equipment to the Israeli state in respect of its operations in the occupied territories. Therefore, G4S directly profits from Israel’s unlawful occupation. Given Woolworth’s confirmation that its policy prohibits it from sourcing products from the occupied territories and that it does not allegedly do so, it is surprising that it continues to outsource its security needs to G4S when G4S is implicated in Israel’s occupation. Why is it that Woolworths refuses to extend its policy regarding the occupied territories to its relationship with service providers which have operations in and/or who profit from the occupation?
21. In 2012 the UN Special Rapporteur for Human Rights, drawing attention to the UN Global Compact and the UN Guiding Principles on Businesses and Human Rights, specifically identified G4S Security as one of several companies that are involved in the illegal occupation of Palestine. The UN Special Rapporteur called on international companies to boycott G4S amongst other entities involved in the occupation. He said: “My main recommendation is that the businesses highlighted in the report – as well as the many other businesses that are profiting from the Israeli settlement enterprise – should be boycotted, until they bring their operations into line with international human rights and humanitarian law and standards.” Why has Woolworths chosen to ignore recommendations such as that from the UN Special Rapporteur and continue to use G$S?
22. At the last AGM Woolworths had undertaken to review the sourcing of SodaStream products by David Jones. Has Woolworths conducted such a review. If so, what were the findings of the review and the status of sourcing SodaStream products by David Jones? If not, why has Woolworths failed to fulfil its undertaking in this regard ?
23. Has Woolworths employed the services of a private investigator with regard to the #BoycottWoolworths campaign?
24. Has Woolworths withdrawn advertising from certain publications or media outlets due to coverage given to the #BoycottWoolworths campaign?
25. Has Woolworths employed the services of a PR or advisory firm such as Brunswick to manage and respond to the #BoycottWoolworths campaign?
26. The claim by Woolworths that it has no political affiliations and respects its customers’ right to make individual purchasing choices is disingenuous. Woolworths has made a decision not to source from the Occupied Palestinian Territories despite it being lawful to do so in South Africa. Woolworths has also stated that it needs to manage its ethical supply chain and seriously consider its ethical commitments in relation to various jurisdictions by ensuring that goods sourced from certain countries comply with its ethical standards despite no legal onus on Woolworths doing so. Accordingly, why does Woolworths act inconsistently by acting both ethically and politically in respect of some jurisdictions but does not apply those same principles in respect of sourcing from Israel? Is Woolworths of the view that all products sourced from Israel are not ethically compromised whatsoever?

27. At the previous AGM the Chairperson undertook to respond to a query raised by a shareholder, Ms. Marthie Momberg. Was this query responded to? If not, why not?

28. Woolworths is maintaining its trade with Israel (for produce that is available elsewhere) and ignoring the requests by its consumers, South African civil society and several Government Ministers. This approach by the management of Woolworths is tarnishing the image of the company and jeopardizing the share price of the firm for a mere R12 million in trade. Is this not deemed to be reckless management? Has research been conducted into the degree that Woolworths is coming across as unconcerned and indifferent to customer retention?

29. Does Woolworths “believe in the principle of responsible citizenship”, particularly, given  that importing products from Israeli companies is in violation of the international boycott of Israel called by the indigenous Palestinians contradicts this principle?

30. If Woolworths was a company based in, say, the UK, during apartheid, would Woolworths have adopted the position that it is "apolitical" (as it has done recently regarding Israel)? Would Woolworths not have respected the South African liberation struggle's call for a boycott of Apartheid South African goods (regardless of whether the UK Government had officially called for that boycott or not)?

31. In a statement issued on 30 July 2014, Woolworths defended its sourcing of products from Israeli companies stating that it “has no political affiliations.” Buying from Israel, when many other markets are available (including local South African markets), is an endorsement of that country’s practices. Imagine buying from Apartheid South Africa during the 1980s and claiming to be "apolitical”.  Archbishop Desmond Tutu has famously said: "If you are neutral in situations of injustice, you have chosen the side of the oppressor.

Questions to the Company Secretary:

32. In terms of section 88 of the Companies Act 71 of 2008, as the Company Secretary, you are accountable to the Board of Woolworths and your duties also include providing guidance to the Directors of Woolworths. As such, what guidance have you furnished the Directors and/or the Board regarding:

a) The BDS Movement; and
b) Trade with Israel.

33. Have you conducted or reviewed a risk assessment and/or report and/or strategy proposal and/or documentation and/or correspondence relating to (a) and (b) above?

34. Given your specific duty in terms of section 88(2)(b) of the Companies Act to make the directors aware of any law relevant to or affecting the company, have you informed the directors regarding the numerous United Nations resolutions and directives Woolworths is breaching by continuing to trade with Israeli entities.

35. On Thursday the 12th of November two shareholders sent a query to regarding the cut of date and time for submitting questions for the AGM. Why were these two requests ignored?