Tesco 2010 Annual Report Download - page 49

Corporate governance
All Directors have access to the services of the Company Secretary and
may take independent professional advice at the Company’s expense
in conducting their duties. The Company provides insurance cover and
indemnities for its Directors and officers.
Attendance at meetings
The Board scheduled 8 meetings in the year ended 27 February 2010,
and ad hoc meetings were also convened to deal with matters between
scheduled meetings as appropriate. It is expected that all Directors attend
Board and relevant Committee meetings, unless they are prevented from
doing so by prior commitments, and that all Directors will attend the AGM.
Where Directors are unable to attend meetings due to conflicts in their
schedules, they receive the papers scheduled for discussion in the relevant
meetings, giving them the opportunity to relay any comments to the
Chairman in advance of the meeting. Directors leave the meeting where
matters relating to them, or which may constitute a conflict of interest
to them, are being discussed. The table below shows the attendance
of Directors at scheduled Board meetings and at meetings of the Audit,
Remuneration and Nominations Committees during the year.
Board processes
The Board governs through a number of Board Committees – in particular,
the Audit, Remuneration and Nominations 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.
A summary of the operations of these Committees is set out below. The
effectiveness of the Audit, Remuneration and Nominations Committees is
underpinned by their Non-executive Director membership, which provides
independent insight on governance matters. A copy of each Committee’s
Terms of Reference is available on our website www.tesco.com/boardprocess.
The Board is serviced by the Company Secretary, who reports to the
Chairman in respect of his core duties to the Board.
Full Board Audit Remuneration Nomination
meetings Committee Committee Committee
Number of meetings Actual Possible Actual Possible Actual Possible Actual Possible
Non-Executive Directors
David Reid (Chairman) 8 8 – – – – 1 1
Charles Allen CBE 8 8 – – 7 7 1 1
Patrick Cescau 8 8 4 4 7 7 1 1
Rodney Chase CBE (Senior Independent Director) 8 8 4 4 7 7 1 1
Karen Cook 8 8 – – 6 7 1 1
Harald Einsmann 8 8 – – 6 7 1 1
Ken Hanna (appointed 1.4.09)1 6 8 3 4 6 7 1 1
Ken Hydon 8 8 4 4 – – 1 1
Jacqueline Tammenoms Bakker 8 8 – – – – 1 1
Executive Directors
Sir Terry Leahy 8 8 – – – – 1 1
Richard Brasher 8 8 – – – – – –
Philip Clarke 8 8 – – – – – –
Andrew Higginson 8 8 – – – – – –
Tim Mason 8 8 – – – – – –
Laurie McIlwee 8 8 – – – – – –
Lucy Neville-Rolfe CMG 8 8 – – – – – –
David Potts 8 8 – – – – – –
1 Ken Hanna was unable to attend two Board meetings, one Audit Committee meeting and one Remuneration Committee meeting due to prior commitments arranged before he
commenced his role at Tesco.
PLC Board
Executive Committee
Monitoring Committees*
• Corporate Responsibility
Committee
• Compliance Committee
• Finance Committee
Main Committees
• Audit Committee
• Remuneration Committee
• Nominations Committee
Joint Venture BoardsOperational Committees Subsidiary Boards
* Reports are discussed by the PLC Board on a regular basis.
Tesco PLC Annual Report and Financial Statements 2010 47