Corporate Governance

To help ensure our long term business success, Whole Foods Market strives to maintain the highest ethical standards in all of our interactions with Customers, Team Members, Vendors and other Company Stakeholders. To this end, our Company has adopted various organizational documents, charters, policies and process.

Corporate Governance Principles

• Amended and Restated Articles of Incorporation of Whole Foods Market, Inc. - Filed March 24, 2006
• Amended and Restated Bylaws of Whole Foods Market, Inc. - Filed August 15, 2008
• Whole Foods Market, Inc. Corporate Governance Principles, Board of Directors' Mission Statement & Role Definition - Effective February 26, 2009
• Code of Business Conduct - Revised April 8, 2009
• Director Nominations Policy
• • The Nominating and Governance Committee identifies director candidates through recommendations made by members of the Board of Directors, management, shareholders and others, including the possibility of a search firm. At a minimum, a Board of Director nominee should have significant management or leadership experience which is relevant to the Company's business, as well as personal and professional integrity. Recommendations are developed based on the nominee's own knowledge and experience in a variety of fields, and research conducted by the Company's staff at the Nomination and Governance Committee's direction. Any shareholder recommendation should be directed to the Secretary of the Company and should include the candidate's name, home and business contact information, detailed biographical data, relevant qualifications for Board of Director membership, information regarding any relationships between the candidate and the Company within the last three years and a written indication by the recommended candidate of her/his willingness to serve. Shareholder recommendations must also comply with the notice provisions contained in the Company's Bylaws in order to be considered (current copies of the Company's Bylaws are available at no charge from the Secretary of the Company and may also be found in the Company's public filings with the SEC). In determining whether to nominate a candidate, whether from an internally generated or shareholder recommendation, the Nominating and Governance Committee will consider the current composition and capabilities of serving board members, as well as additional capabilities considered necessary or desirable in light of existing and future Company needs. The Nominating and Governance Committee also exercises its independent business judgment and discretion in evaluating the suitability of any recommended candidate for nomination.
• Shareholder Communications with the Board

• • Whole Foods Market, Inc. welcomes communication with the Company’s Board of Directors. Shareholders may send communications to the Board as a whole, the independent directors as a group, any Board committee or individual member of the Board by submitting those communications to the appropriate person or group at the following address:

    [ Name of Appropriate Person or Group ]
    c/o Director of Internal Audit
    Whole Foods Market, Inc.
    550 Bowie Street
    Austin, Texas 78703

    Communications may also be sent to the following email address: shareholder.communications@wholefoods.com. Please indicate whether your electronic message is for the Board as a whole, a particular group or committee of directors or an individual director.

    Each communication should state the full name of the sender and, if the sender is not a record holder of Whole Foods Market, Inc. stock, should be accompanied by appropriate evidence of stock ownership (for example: an accounting statement showing ownership of Whole Foods Market, Inc. stock).

    The Board has instructed the Director of Internal Audit to forward communications to the individual director(s) or group, as appropriate. The Board has requested that the Director of Internal Audit review all correspondence and, in his discretion, not forward correspondence that is unrelated to the duties and responsibilities of the Board, such as: a) spam; b) junk mail and mass mailings; c) routine business matters (for example: product inquiries, complaints or suggestions); d) resumes and other forms of job inquiries; e) surveys; f) business solicitations or advertisements; or g) communications that are frivolous in nature. In addition, material that is excessively hostile, threatening, illegal or similarly unsuitable will not be forwarded to any Board member.

    The Director of Internal Audit will adopt reasonable procedures for the retention of communications. Subject to this retention policy, a Board member may review any communication that is filtered out.

• Notice to Vendors about Whole Foods Market's Gift Policy
• Report a possible ethics violation

• • email a possible ethics violation

    Please include in your email a detailed description of the possible ethics violation, the store or location where it occurred, the approximate date, and the names of any people involved. You do not need to give your name. If you would like to be contacted, please include a phone number or email address.

Board Committee Charters and Policies

• Audit Committee Charter
• Compensation Committee Charter
• Nominating and Governance Committee Charter
• Audit Committee Policy for Pre-Approval of Audit and Non-Audit Services of Independent Auditor
• • Among its other duties, the Audit Committee is responsible for appointing, setting compensation and overseeing the work of the independent auditor. The Audit Committee has established a policy regarding pre-approval of all audit and non-audit services provided by the independent auditor. On an ongoing basis, management communicates specific projects and categories of service for which the advance approval of the Audit Committee is requested. The Audit Committee reviews these requests and advises management if the Committee approves the engagement of the independent auditor. On a periodic basis, management reports to the Audit Committee regarding the actual spending for such projects and services compared to the approved amounts.

Directors and Leadership Team

• Board of Directors
• Whole Foods Market Leadership Team