Tesco 2012 Annual Report Download - page 61

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Remuneration Committee
The Remuneration Committee’s role is to determine and recommend
to the Board the remuneration policy for Executive Directors and
oversee the level and structure of remuneration of senior management,
ensuring that the remuneration arrangements attract, retain and
motivate the Executive Directors and senior management needed
to run the Company successfully.
The Chairman of the Board, the CEO, Group Personnel Director and
external advisors normally attend meetings, although some part of
every meeting is devoted to discussion among only the Non-executive
Directors. The Company Secretary attends in his capacity as Secretary
of the Committee.
The Committee met five times this year. The responsibilities of the
Remuneration Committee and an explanation of how it applies the
Directors’ remuneration principles of the Code and other applicable
rules and regulations governing remuneration, are set out in the
Directors’ Remuneration Report on pages 64 to 86.
The Committee received training this year on a range of areas,
including disguised remuneration, Department for Business, Innovation
and Skills reporting requirements, ABI principles, market practice and
trends in best practice.
The Committee conducted a review of its effectiveness during the year,
which confirmed that the Committee operates effectively.
The Committee reviews its membership regularly to ensure that
it is refreshed and that no undue reliance is placed on particular
individuals. Deloitte are the appointed remuneration consultants and
details of all connections with the Company are given on page 78:
Remuneration Report.
The Committee approved new terms of reference on 14 February 2012
and these are available at www.tescoplc.com/plc/ir/corpgov/
boardprocess.
Remuneration Committee members
Members (all independent
Non-executive Directors)
Number
of possible
meetings
attended
Actual
meetings
attended
Patrick Cescau 5 5
Stuart Chambers 5 5
Karen Cook 5 5
Ken Hanna 5 5
Jacqueline Tammenoms Bakker 5 5
Note: the membership of the Committee has been revised with effect from 26 February 2012
and is now as follows: Stuart Chambers (Chairman), Karen Cook, Ken Hanna and Jacqueline
Tammenoms Bakker.
Remuneration Committee
“The Remuneration Committee assesses
executive remuneration arrangements
which are used to attract, retain and motivate
senior management and provide appropriate
alignment between reward and performance.”
Stuart Chambers
Remuneration
Committee Chairman
Tesco PLC Annual Report and Financial Statements 2012 57
STRATEGIC REVIEW PERFORMANCE REVIEW GOVERNANCE FINANCIAL STATEMENTSOVERVIEW
General information Directors’ remuneration reportBoard of Directors Principal risks and uncertainties Corporate governance