The Board's Key Activities
The Board governs through a number of key Committees - in particular the Audit, Nominations, Remuneration and Corporate Responsibility Committees - to which certain responsibilities and duties are delegated. These Committees are properly authorised under the constitution of the Company to take decisions and act on behalf of the Board within the parameters laid down by the Board. The Board is kept fully informed of the work of these Committees and any issues requiring resolution are referred to the full Board as appropriate. The effectiveness of the Audit, Nominations, Remuneration and Corporate Responsibility Committees is underpinned by their Non-executive Director membership, which provides independent insight on governance matters. The Board is supported by the Company Secretary, who reports to the Chairman in respect of his core duties to the Board.
The Tesco PLC Board Structure
Ken Hydon, Audit Committee Chairman
Our Audit Committee comprises four independent Non-executive Directors.
The Audit Committee structure requires the inclusion of at least one member with recent and relevant financial experience. The Committee Chairman and several other members fulfil this requirement, and all other Committee members have an appropriate understanding of financial matters.
The responsibilities of the Audit Committee are set out in the Terms of Reference.
For further details about the Audit Committee please refer to the Annual Report.
Corporate Responsibility Committee
Sir Richard Broadbent, Corporate Responsibility Committee Chairman
Our Corporate Responsibility Committee was created on 14 February 2012 and comprises four independent Non-executive Directors, including the Non-executive Chairman.
The responsibilities of the Corporate Responsibility Committee are set out in the Terms of Reference.
Further details about the Corporate Responsibility Committee please refer to the Annual Report.
Sir Richard Broadbent, Nominations Committee Chairman
Our Nominations Committee comprises four independent Non-executive Directors, including the Non-executive Chairman.
The Committee is chaired by the Chairman of the Board. Where matters discussed relate to the Chairman, the Senior Independent Director chairs the meeting.
The responsibilities of the Nominations Committee are set out in the Terms of Reference.
For further details about the Nominations Committee please refer to the Annual Report.
Stuart Chambers, Remuneration Committee Chairman
Our Remuneration Committee comprises four independent Non-executive Directors.
The responsibilities of the Remuneration Committee are set out in the Terms of Reference.
For further details about the Remuneration Committee please refer to the Annual Report.
Membership of Board Committee
The members of the Board Committees are as follows:
|Ken Hydon||Richard Broadbent||Richard Broadbent||Stuart Chambers|
|Members||Gareth Bullock||Patrick Cescau||Patrick Cescau||Karen Cook|
|Patrick Cescau||Deanna Oppenheimer||Stuart Chambers||Ken Hanna|
|Ken Hanna||Jacqueline Tammenoms Bakker||Ken Hanna||Jacqueline Tammenoms Bakker|
The Board delegates responsibility for formulating and implementing the Group's strategic plan and for management of the Group to the CEO. The CEO chairs the Executive Committee, which comprises the Executive Directors and several senior executives. Biographical details of the Executive Directors and the other members of the Executive Committee can be found in Our board and executive committee
The Committee has authority for decision-making in all areas except those set out in the Schedule of Matters Reserved for Board Decision, and meets formally on a regular basis. The Company Secretary attends in his capacity as Secretary of the Committee.
The Executive Committee is responsible for implementing Group strategy and policy and for monitoring the performance and compliance of the business, drawing on the work of relevant committees, and reporting on these matters in full to the CEO and by him to the Board.
The Committee has set up further sub-committees, which have responsibility for implementing the key elements of the Group's strategic plan and managing its operations. These subcommittees have as members an appropriate mixture of Executive Directors and senior management from relevant functions. The key committees and groups are:
- Compliance Committee
- Sustainability Committee
- People Matters Group
- Commercial Committee
- Internet Retailing Committee
- Property Strategy Committee
- Technology Committee
For further details including:
- Directors' conflicts of interest
- Training and development
- Board Performance and evaluation
Please refer to the Annual Report.
(Information given as at 26 February 2012.)