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Board, Board Committees and Executive Committee

Audit Committee.

Members

Byron Grote (Chair), Melissa Bethell, Simon Patterson and Karen Whitworth.

Role

The Audit Committee supports the Board in fulfilling its responsibilities regarding financial reporting, the effectiveness of risk management and internal controls processes and compliance matters. More detailed information on the work of the Audit Committee is set out in the annual report.

Terms of reference 

Internal Audit Charter

Corporate Responsibility Committee.

Members

Lindsey Pownall (Chair), John Allan, Bertrand Bodson, Stewart Gilliland, Steve Golsby and Karen Whitworth.

Role

The Corporate Responsibility Committee oversees the Group’s social and environmental obligations as a responsible corporate citizen. It ensures the Group discharges its responsibilities in such a way as to build trust, respect and confidence. It also identifies and monitors external developments which may affect the Group. More detailed information on the work of the Corporate Responsibility Committee is set out in the annual report.

Terms of reference

Nominations and Governance Committee.

Members

John Allan (Chair), Stewart Gilliland, Byron Grote, Steve Golsby and Alison Platt.

Role

The Nominations and Governance Committee regularly reviews the structure, size and composition of the Board and its Committees to ensure they continue to provide informed and constructive support and challenge to the management team. The Committee is responsible for identifying and reviewing suitable candidates through a formal and transparent process, ensuring that plans are in place for orderly succession to the Board. It also oversees the development of a diverse pipeline for succession to senior management roles. More detailed information on the work of the Nominations and Governance Committee is set out in the annual report.

Terms of reference

Remuneration Committee.

Members

Steve Golsby (Chair), John Allan, Thierry Garnier, Byron Grote, Alison Platt and Lindsey Pownall.

Role

The Remuneration Committee determines the remuneration policy and packages for Executive Directors and senior managers. This involves having regard to workforce remuneration and alignment with strategy and culture, so that Tesco is able to recruit, retain and motivate its executives. More detailed information on the work of the Remuneration Committee is set out in the annual report.

Our Executive Directors’ pay continues to be implemented in accordance with the Remuneration Policy approved by the shareholders at the 2018 AGM.

Terms of reference

Update on response to 2020 AGM voting outcome