Tesco plc Annual Report and Financial Statements 2012

Directors’ remuneration report
Leaving arrangements for Andrew Higginson, David Potts
and Richard Brasher
Andrew Higginson will retire from the Board on 1 September 2012 after
14 years with the business. David Potts stepped down from the Board
on 7 December 2011 and will retire from the Company on 30 June 2012
after 39 years with the business. Shortly after the year end, we also
announced the departure of Richard Brasher who will leave the
Company on 31 July 2012 after 26 years with the business. Cessation
arrangements for these Executives will be in accordance with their
contracts and the rules of the applicable share plans. Details will appear
in next year’s Directors’ Remuneration Report.
Other information
Outside appointments
Tesco recognises that its Executive Directors may be invited to become
Non-executive Directors of other companies. Such non-executive duties
can broaden experience and knowledge which can benefit Tesco.
Non-executive Directors
Non-executive Director fees (from start of 2012/13 year)
Sir Richard
Broadbent
Gareth
Bullock
Patrick
Cescau
Stuart
Chambers
Karen
Cook
Ken
Hanna
Ken
Hydon
Deanna
Oppenheimer
Jacqueline
Tammenoms
Bakker
Senior Independent
Director
Remuneration Committee
Audit Committee
Corporate Responsibility
Committee
Nominations Committee
2012/13 Total �������� ������� �������� �������� ������� �������� �������� ������� �������
Member of Committee
Chairman of Committee
There were no increases to the Non-executive Director fee levels in the year.
The current Non-executive Director fees are as follows:
Fees
Basic fees
Additional fees
������������
Senior Independent Director �������
Chairs of Audit and Remuneration Committees ��������
Membership of Audit, Corporate
������������
Responsibility*, Nominations* and
Remuneration Committees
for each Committee
* Fees payable from start of 2012/13 year to take into account the time commitment for
the meetings.
Gareth Bullock, Stuart Chambers and Deanna Oppenheimer will be
appointed to the Board of Tesco Personal Finance Group Limited subject
to FSA approval. They will be paid a fee in respect of this which will be
in line with other members of the Board of Tesco Personal Finance
Group Limited.
76 Tesco PLC Annual Report and Financial Statements 2012
Subject to approval by the Board, Executive Directors are allowed
to accept Non-executive appointments and retain the fees received,
provided that these appointments are not likely to lead to conflicts
of interest.
Executive Directors’ biographies which include details of any outside
appointments can be found on page 38 of this report.
Fees retained for any Non-executive Directorships are set out below.
Non-executive Directorships
Company in
Fee retained in
which Non-executive 2011/12
Director
Directorship held £000
Andrew Higginson BSkyB PLC 56
Lucy Neville-Rolfe The Carbon Trust 17
ITV plc 58
�� Letters of appointment – Non-executive Directors have letters
of appointment setting out their duties and the time commitment
expected. The letters are available to shareholders to view from the
Company Secretary upon request.
�� Review of performance – The Chairman meets with each Nonexecutive
Director separately to review individual performance.
�� Reappointment policy – In line with the UK Corporate Governance
Code, all Non-executive Directors will submit themselves for
re-election by shareholders every year at the Annual General Meeting.
All Non-executive Director appointments can be terminated by
either party without notice.
�� Policy for determining Non-executive Director remuneration –
The remuneration of the Non-executive Directors is determined by
the Chairman and the Executive Committee after considering external
market research and individual roles and responsibilities.