Tesco plc Annual Report and Financial Statements 2012

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Corporate governance Nominations Committee “The Nominations Committee plays an essential role in leading the process of assessing the skills the Board needs to discharge its duties competently. It also reviews the Board’s composition, structure and size, to assist the ongoing development of the Board over time.” me. Sir Richard Broadbent Nominations Committee Chairman Nominations Committee members Members Number of possible meetings attended Sir Richard Broadbent (member since 2 July 2011 and Chairman since 30 November 2011) 1 1 Gareth Bullock 1 1 Patrick Cescau 1 1 Stuart Chambers 1 1 Karen Cook 1 1 Ken Hanna 1 1 Ken Hydon 1 1 Jacqueline Tammenoms Bakker 1 1 Philip Clarke Past Committee members 1 1 Sir Terry Leahy until 2 March 2011 0 0 Sir David Reid (Chairman) until 30 November 2011 0 0 Actual meetings attended Note: the membership of the Committee has been revised with effect from 26 February 2012 and is now as follows: Sir Richard Broadbent (Chairman), Patrick Cescau, Stuart Chambers and Ken Hanna. 56 Tesco PLC Annual Report and Financial Statements 2012 The Nominations Committee met once in the year to discuss the ongoing shape and capability of the Board. There were also a number of ad hoc meetings during the year to discuss Board succession matters, as well as reviewing the performance and development of the Executive Directors and the senior executive levels below the Board. In future, it is intended that there will be four scheduled meetings a year of the Committee. The remit of the Nominations Committee was expanded with effect from 26 February 2012, so that, in addition to its existing responsibility for reviewing the Board’s structure, size and composition, identifying, nominating and reviewing candidates for appointment to the Board and putting in place plans for succession, the responsibilities of the Committee will include: �� reviewing the leadership needs of the organisation, both executive and non-executive; �� reviewing the Group’s talent management programmes; �� reviewing Board succession over the longer term, in order to maintain an appropriate balance of skills and experience and to ensure progressive refreshing of the Board; and �� monitoring of the Group’s compliance with corporate governance guidelines. The Committee was chaired by Sir David Reid during his tenure and is now chaired by Sir Richard Broadbent following his appointment as Chairman. The Company Secretary attends meetings in his capacity as Secretary of the Committee. Where matters discussed relate to the Chairman, the Senior Independent Non-executive Director chairs the meeting. During the year consideration was given to finding an appropriate replacement for retiring Chairman, Sir David Reid. The Nominations Committee considered the skills and experience that would be required for this position and to create a detailed role description. After a rigorous selection process, which was led by the Senior Independent Director and included interviews with the Executive and Non-executive Directors, Sir Richard Broadbent was chosen as the strongest candidate for Chairman. The Committee’s revised terms of reference, which were approved by the Board on 14 February 2012, are available at www.tescoplc.com/plc/ ir/corpgov/boardprocess.
OVERVIEW Remuneration Committee Remuneration Committee “The Remuneration Committee assesses executive remuneration arrangements which are used to attract, retain and motivate senior management and provide appropriate alignment between reward and performance.” Stuart Chambers Remuneration Committee Chairman Remuneration Committee members Members (all independent Non-executive Directors) Number of possible meetings attended Patrick Cescau 5 5 Stuart Chambers 5 5 Karen Cook 5 5 Ken Hanna 5 5 Jacqueline Tammenoms Bakker 5 5 STRATEGIC REVIEW PERFORMANCE REVIEW GOVERNANCE FINANCIAL STATEMENTS Board of Directors Principal risks and uncertainties General information Corporate governance Directors’ remuneration report Actual meetings attended Note: the membership of the Committee has been revised with effect from 26 February 2012 and is now as follows: Stuart Chambers (Chairman), Karen Cook, Ken Hanna and Jacqueline Tammenoms Bakker. The Remuneration Committee’s role is to determine and recommend to the Board the remuneration policy for Executive Directors and oversee the level and structure of remuneration of senior management, ensuring that the remuneration arrangements attract, retain and motivate the Executive Directors and senior management needed to run the Company successfully. The Chairman of the Board, the CEO, Group Personnel Director and external advisors normally attend meetings, although some part of every meeting is devoted to discussion among only the Non-executive Directors. The Company Secretary attends in his capacity as Secretary of the Committee. The Committee met five times this year. The responsibilities of the Remuneration Committee and an explanation of how it applies the Directors’ remuneration principles of the Code and other applicable rules and regulations governing remuneration, are set out in the Directors’ Remuneration Report on pages 64 to 86. The Committee received training this year on a range of areas, including disguised remuneration, Department for Business, Innovation and Skills reporting requirements, ABI principles, market practice and trends in best practice. The Committee conducted a review of its effectiveness during the year, which confirmed that the Committee operates effectively. The Committee reviews its membership regularly to ensure that it is refreshed and that no undue reliance is placed on particular individuals. Deloitte are the appointed remuneration consultants and details of all connections with the Company are given on page 78: Remuneration Report. The Committee approved new terms of reference on 14 February 2012 and these are available at www.tescoplc.com/plc/ir/corpgov/ boardprocess. Tesco PLC Annual Report and Financial Statements 2012 57
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Trading profit £529m 14% of Group
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OVERVIEW Chairman’s statement Cha
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Financial calendar Financial year e
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