Tesco plc Annual Report and Financial Statements 2012

OVERVIEW
A Board visit is organised each year to one or more of the Group’s
businesses and the Committee takes advantage of these visits to meet
with local management and discuss how the Group’s internal controls
and risk management processes are embedded in those businesses.
There were also regular meetings via videoconference with local
management in several of our international companies.
The need for training is kept under review and the annual agenda
ensures substantial time is dedicated to technical updates, which are
generally provided by external experts. This year training was provided,
inter alia, on accounting standards, emerging issues, true and fair
requirements and corporate reporting. In addition, while in the US,
training was given on US risk and control processes. Training is also
provided on an ongoing basis to meet the specific individual needs
of Committee members.
The Committee carried out an effectiveness review during the year,
which concluded that the Committee was effective and had been
provided with sufficient resources to carry out its duties.
Management of the Group
STRATEGIC REVIEW PERFORMANCE REVIEW GOVERNANCE FINANCIAL STATEMENTS
Board of Directors Principal risks and uncertainties General information Corporate governance
Directors’ remuneration report
Executive Committee
The CEO is supported in formulating and implementing the
Group’s strategic plan and in managing the Group by the Executive
Committee, which is chaired by the CEO. Membership comprises
the Executive Directors and seven senior executives:
1 Gordon Fryett CEO Europe and Group Property Director –
Gordon Fryett joined Tesco in 1969 and has held a number of
roles including Operations Director, International Support Director,
CEO of Republic of Ireland and UK Property Director. He is a
Non-executive Director of Severn Trent Plc.
2 Kevin Grace Group Commercial Director – Kevin Grace joined
Tesco in 1982 and has held a number of roles including Support
Office Director, COO of South Korea, CEO of Poland and UK
Property Director.
3 Alison Horner Group Personnel Director – Alison Horner joined
Tesco in 1999 as a Personnel Manager, moving to UK and Ireland
operations in 2003 where she held a number of line management
roles including Operations Director.
4 Trevor Masters CEO Asia – Trevor Masters joined Tesco in
1979 and has held a number of roles including Store Manager,
Store Director, Operations Director for Extras, and CEO of
Central Europe.
5 Mike McNamara Chief Information Officer – Mike McNamara
joined Tesco in 1998 and has held a number of roles in IT and
Operations Development.
6 Bob Robbins Group Business Improvement Director – Bob Robbins
joined Tesco in 1975 and has held a number of roles including CEO
of Asia, CEO of Central Europe, Strategy and Development Director
Asia and various retail, marketing and general management roles.
7 Ken Towle Online Food and Internet Retailing Director – Ken Towle
joined Tesco in 1985 and has held a number of roles including
various UK operations roles and President and CEO of Tesco China.
The Committee also regularly reviews its membership, to ensure
that it is refreshed and that no undue reliance is placed on particular
individuals. It was felt unnecessary to make changes this year.
The Committee considered the appointment of auditors and
recommended PricewaterhouseCoopers LLP’s (‘PwC’) reappointment.
Their remuneration is disclosed in Note 3 of the financial statements.
The Committee has regular private meetings with the external auditors
and the Head of Internal Audit during the year, at which an honest and
open working relationship is maintained and developed.
The Committee approved revised terms of reference on 14 February
2012, which are available at www.tescoplc.com/plc/ir/corpgov/
boardprocess.
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