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12 TESCO PLC ANNUAL REPORT 1999
Directors’ remuneration policy
The remuneration packages, including contract periods, of
executive directors are determined by the Remuneration
Committee (‘the Committee’). It ensures that the remuneration
package is appropriate for their responsibilities, taking into
consideration the overall financial and business position of the
Group, the highly competitive industry of which the Group is
part and the importance of recruiting and retaining
management of the appropriate calibre. The remuneration of
the non-executive directors is determined by the Board as a
whole on the recommendation of the Executive Committee
after considering external market research.
Compliance
The Committee is constituted and operated throughout the
period in accordance with the principles outlined in the Stock
Exchange Listing Rules derived from Schedule A of the
Combined Code. In framing the remuneration policy, full
consideration has been given to the best practice provisions set
out in Schedule B, annexed to the Listing Rules. The auditors
report set out on page 17 covers the disclosures referred to in this
report that are specified for audit by the London Stock Exchange.
Details of directors’ emoluments and interests, including
executive and savings-related share options, are set out below
and on pages 13 to 16.
The following summarises the remuneration packages for
executive directors. Copies of the executive directors’ contracts
of employment are available for inspection by shareholders
as required.
Base salary and benefits
The base salary, contract periods, benefits (which comprise
car benefits, life assurance, disability and health insurance)
and other remuneration issues of executive directors and other
senior executives, are normally reviewed annually by the
Committee, having regard to competitive market practice
supported by two external, independent surveys.
Report of the Directors on Remuneration
Incentive scheme
Profit Total Total
Salary sharing Benefits Short term Long term 1999 1998
Table 1 Directors’ emoluments £000 £000 £000 £000 £000 £000 £000
Lord MacLaurin (a) 259
Mr J A Gardiner 300 300 232
Mr T P Leahy 565 8 16 184 128 901 798
Mr D E Reid 512 8 36 165 115 836 743
Mr R S Ager 366 8 17 117 82 590 550
Mr C L Allen (b) 3 3
Mr P A Clarke (b) 58 2 2 14 9 85
Mr J Gildersleeve 475 8 40 153 106 782 709
Mr A T Higginson 347 11 115 80 553 267
Mrs L James 257 8 21 83 58 427 385
Dr M G Jones (c) 10 10 33
Mr T J R Mason 347 8 20 113 79 567 493
Mr J W Melbourn 37 37 31
Baroness O’Cathain 32 12 44 40
Mr G F Pimlott 30 30 28
Mr D T Potts (b) 79 2 3 19 13 116
Mr J M Wemms 398 8 35 128 89 658 589
3,816 60 213 1,091 759 5,939 5,157
a) Former director.
b)Mr P A Clarke and Mr D T Potts were appointed to the Board on 16 November 1998 and Mr C L Allen was appointed to the
Board on 19 February 1999.
c)Dr M G Jones resigned from the Board on 11 June 1998.