Our corporate governance framework
Board roles and responsibilities
The Board is the custodian of the Company's Values and of its long-term vision, and provides strategic direction and guidance for the Company. There are certain matters which are deemed significant enough to be reserved for only the Board's decision. These are set out in a schedule of Matters Reserved to the Board. Biographies of all board members can be found in the Board and Executive Committee page.
The Chairman leads the Board, ensuring its effectiveness while taking account of the interests of the Group's various stakeholders, and promoting high standards of corporate governance. Key responsibilities include:
- ensuring the Directors receive accurate, timely and clear information;
- facilitating the effective contribution of Non-executive Directors and the engagement between Executive and Non-executive Directors;
- ensuring an annual evaluation of the Board is conducted and leading the performance evaluation of the Chief Executive and Non-executive Directors and ensuring that Committee Chairmen conduct evaluations of their Committees;
- building an effective Board;
- the induction of new Directors and further training for all Directors as appropriate;
- communicating effectively with shareholders and other stakeholders and ensuring that the Board develops an understanding of the view of stakeholders.
The Chief Executive leads the development of strategy and manages all aspects of the performance and management of the Group. Key responsibilities include:
- leading the development of the Company's strategic direction and implementing the agreed strategy;
- identifying and executing new business opportunities;
- managing the Group's risk profile and implementing and maintaining an effective framework of internal controls;
- building and maintaining an effective top management team; and
- ensuring effective communication with shareholders and key stakeholders and regularly updating institutional investors on the business strategy and performance.
Our Non-executive Directors have the wide range of skills and experience necessary to enable them to provide constructive challenge, scrutinise performance and help to develop our strategy.
Senior Independent Director
Patrick Cescau is currently the Senior Independent Director ('SID'). Patrick was selected in July 2010 for the role because of his experience and expertise, both as an Executive and as a Non-executive Director.
In his role as SID, Patrick Cescau is available to assist in resolving shareholder concerns should alternative channels be exhausted. The SID's role includes responsibility for the Chairman's appraisal and succession; and to hold at least one meeting each year with the Non-executive Directors without the Chairman present.
The Company Secretary is responsible for developing, implementing and sustaining high standards of corporate governance. Key responsibilities include:
- keeping abreast of legislation, regulation and corporate governance developments which impact the business and advising the Board accordingly;
- supporting the Chairman and other Board members as necessary, including the management of Board and Committee meetings and their evaluation, advising on Directors' duties and facilitating information flows;
- when appropriate, providing a discreet but challenging voice to the Board;
- communicating with shareholders and other stakeholders and ensuring that the Board is kept informed of their opinions; and
- ensuring that the Company is compliant with statutory and regulatory governance requirements.
A biography of the Company Secretary can be found in the Board and Executive Committee page.
The Board Committees
*Meets when required
The Board is supported in its work by five key committees. The work of the Committees is essential to the effective operation of the Board. The Committees consider in greater depth and detail, on behalf of the Board, issues relevant to their Terms of Reference, and report to the Board after every meeting. The current members of the Committees can be found in the Board and Executive Committee page.
Audit Committee Report
The key responsibilities of the Audit Committee are set out in its Terms of Reference.
Ken Hanna, Audit Committee Chairman
Corporate Responsibility Committee
Jacqueline Tammenoms Bakker, Corporate Responsibility Committee Chairman
The Corporate Responsibility Committee was established in 2012 to ensure that the Board maintains an adequate focus on corporate responsibility in its widest sense. The key responsibilities of the Corporate Responsibility Committee are set out in its Terms of Reference.
Further information on the Tesco's corporate responsibility work is available in our Tesco and Society Report.
Stuart Chambers, Remuneration Committee Chairman
The key responsibilities of the Remuneration Committee are set out in its Terms of Reference.
Sir Richard Broadbent, Nominations Committee Chairman
The key responsibilities of the Nominations Committee are set out in its Terms of Reference.
The key responsibilities of the Disclosure Committee are set out in its Terms of Reference.
The Executive Committees
The Board delegates responsibility for formulating and, after approval, implementing the Group's strategic plan and for management of the day-to-day operation of the Group to the Chief Executive. The Group Executive Committee, which the Chief Executive chairs, supports the Chief Executive in carrying out his role and manages the day-to-day operation of the Group's businesses. The Group Executive Committee comprises the Executive Directors and a number of senior executives. The current members of the Executive Committee can be found in the Board and Executive Committee page.
The Group Executive Committee has established a number of sub-committees which assist it in its work and ensure:
- strategic choices are properly considered;
- new growth opportunities are fully discussed; and
- progress against the Group's priorities is reviewed.
The membership of each of the sub-committees comprises an appropriate mix of Group Executive Committee members and senior management from relevant functions. The Chief Executive chairs all of these committees. The key committees are:
- Commercial Committee;
- Compliance Committee;
- Multichannel Committee;
- People Matters Group;
- Property Strategy Committee;
- Social Responsibility Committee; and
- Technology Committee.
Code of Business Conduct
The Code of Business Conduct (PDF 6MB) explains to colleagues their most important individual responsibilities and obligations while working for Tesco, and all colleagues must comply with it. The code provides guidance on key issues which may arise for colleagues and indicates who they should contact if they think that they, or another colleague, may have breached those rules. All colleagues are required to provide an annual statement of compliance with the terms of the code. Disciplinary action may result from breaches of the code.