Tesco 2005 Annual Report Download - page 23

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Tesco PLC 21
Outside appointments
Tesco recognises that its Executive Directors are likely to be
invited to become Non-executive Directors of other companies.
Such Non-executive duties can broaden experience and
knowledge which can benefit Tesco. 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 can be found in the Annual
Review and Summary Financial Statement, and fees retained
for any Non-executive Directorships are set out below.
Company in which Fee retained by the
Non-executive Director in 2004/05
Director Directorship held (£’s)
Mr A T Higginson B Sky B 22,800
C&J Clark 41,725
Mr T J R Mason Capital Radio 32,000
Non-executive Directors
The remuneration of the Non-executive Directors is
determined by the Board as a whole on the recommendation
of the Chairman and the Executive Committee after
considering external market research and individual
contribution. The Remuneration Committee determines
the Chairman’s remuneration, having regard to packages
awarded to Chairmen of other companies of a similar size,
complexity and international reach.
Non-executive Directors have letters of appointment setting
out their duties and the time commitment expected. These
letters are available for inspection at the AGM and Registered
Office. The Chairman meets with each Non-executive Director
separately to review individual performance. All Non-executive
Directors are subject to re-election by shareholders every three
years at the Annual General Meeting and their appointment
can be terminated by either party without notice. Non-
executive Directors receive a basic fee of £50,000 plus a fee
of £5,000 per Committee for membership of the Audit and
Remuneration Committee. The chair of the Remuneration
Committee and chair of the Audit Committee receive a
further £3,000 for their additional responsibilities. Mr R F
Chase, receives a total fee of £100,000 for his role as Senior
Independent Non-executive Director and Deputy Chairman.
Mr D E Reid, Non-executive Chairman receives an annual fee
of £500,000 and has the benefit of the use of a company car.
Compliance
In carrying out its duties, the Committee gives full
consideration to best practice. The Committee is constituted
and operated throughout the period in accordance with the
principles outlined in the Listing Rules of the Financial Services
Authority derived from Schedule A and B of the Combined
Code. The auditor’s report set out on page 33, covers the
disclosures referred to in this report that are specified for audit
by the Financial Services Authority. This report also complies
with disclosures required by the Directors’ Remuneration
Report Regulations 2002. Details of Directors’ emoluments
and interests, including executive and savings-related share
options, are set out on pages 22 to 31.
Mr C L Allen
Chairman of the Remuneration Committee