Tesco 2015 Annual Report Download - page 72

The Directors present their report, together with the audited accounts
for the year ended 28 February 2015. Other information that is
relevant to the Directors’ report, and which is incorporated by
reference into this report, can be located as follows:
Pages
Future developments 1 to 25
Greenhouse gas emissions 21
Financial instruments and financial risk management 25, 116 to 124
Corporate governance report 27 to 45
Disclosures required pursuant to Listing Rule 9.8.4R can be found
on the following pages:
Pages
Statement of capitalised interest 100 and 108
Long-term incentive schemes 55
Allotment for cash of equity securities 132
Waiver of dividends 70
The Company has chosen, in accordance with Section 414 C(11)
of the Companies Act 2006, and as noted in this Directors’ report,
to include certain matters in its Strategic report that would otherwise
be required to be disclosed in this Directors’ report. The Strategic
report can be found on pages 1 to 25 of the Annual Report and
Financial Statements 2015.
Group results
Group revenue (excluding VAT) decreased by £1,273 million to
£62.3billion, representing a decrease of 2.0%. Group loss before
tax was £6,376 million from a profit before tax of £2,259 million
in 2013/14. The loss for the year including discontinued operations
was £5,766 million, of which £5,741 million was attributable to equity
holders of the parent company.
Dividends
As announced by the Company on 8 January 2015, the Board has
decided not to recommend the payment of a final dividend in respect
of the year ended 28 February 2015. An interim dividend of 1.16p
per ordinary share was paid to shareholders in December 2014.
Certain nominee companies representing our employee benefit
trusts hold shares in the Company in connection with the operation
of the Company’s share plans and have submitted evergreen
dividend waivers on shares held by them that have not been
allocated to employees. The total amount of dividends waived
by them during the year ended 28 February 2015 was £1.3 million.
Fixed assets
Capital expenditure (excluding business combinations) amounted
to £2.0 billion compared with £2.7 billion the previous year.
Share capital and control of the Company and significant agreements
Details of the Company’s share capital, including changes during the
year in the issued share capital and details of the rights attaching to the
Company’s ordinary shares are set out in Note 27 on page 132 of the
Annual Report and Financial Statements 2015. No shareholder holds
securities carrying special rights with regards to control of the Company.
There are no restrictions on voting rights or the transfer of securities in
the Company and the Company is not aware of any agreements
between holders of securities that result in such restrictions.
The Company was authorised by shareholders at the 2014 AGM
to purchase its own shares in the market up to a maximum of
approximately 10% of its issued share capital. No shares were
purchased under that authority during the financial year. The
Company is seeking to renew the authority at the forthcoming
AGM, within the limits set out in the notice of that meeting.
Shares held by the Company’s Employee Share Incentive Plan Trust,
International Employee Benefit Trust, Tesco Ireland Share Bonus
Scheme Trust and Tesco Employee Share Scheme Trust rank pari
passu with the shares in issue and have no special rights. Voting
rights and rights of acceptance of any offer relating to the shares held
in these trusts rests with the trustees, who may take account of any
recommendation from the Company. Voting rights are not exercisable
by the employees on whose behalf the shares are held in trust.
The Company is not party to any significant agreements that would
take effect, alter or terminate following a change of control of the
Company. The Company does not have agreements with any Director
or officer that would provide compensation for loss of office or
employment resulting from a takeover, except that provisions of the
Company’s share plans may cause options and awards granted under
such plans to vest on a takeover.
Major shareholders
Information provided to the Company by major shareholders pursuant
to the FCA’s Disclosure and Transparency Rules (DTR) are published
via a Regulatory Information Service and is available on the Company’s
website. The Company had been notified under Rule 5 of the DTR
of the following holdings of voting rights in its shares as at
28 February 2015 and as at the date of this report:
% of issued share
capital as at
28 February 2015
% of issued share
capital as at the date
of this report
BlackRock, Inc. 5.01 5.01
Norges Bank 7.0 02 7.0 02
Articles of Association
The Company’s Articles of Association may only be amended by special
resolution at a general meeting of the shareholders.
Directors and their interests
The biographical details of the current serving Directors are set out on
pages 28 and 29 of the Annual Report and Financial Statements 2015.
The Directors who served during the year were: Mark Armour; Sir Richard
Broadbent; Gareth Bullock; PatrickCescau; Stuart Chambers; Philip
Clarke; Richard Cousins; OliviaGarfield; Ken Hanna; Dave Lewis; Laurie
McIlwee; Mikael Olsson; Deanna Oppenheimer; Alan Stewart; and
Jacqueline Tammenoms Bakker. Changes to the Board since 22
February 2014 are shown on page 35. The interests of Directors
and their immediate families in the shares of Tesco PLC, along with
details of Directors’ share options, are contained in the Directors’
Remuneration Report set out on pages 46 to 69.
At no time during the year did any of the Directors have a material
interest in any significant contract with the Company or any of its
subsidiaries. A qualifying third-party indemnity provision as defined
in Section 234 of the Companies Act 2006 is in force for the benefit
of each of the Directors and the Company Secretary (who is also a
Director of certain subsidiaries of the Company) in respect of liabilities
incurred as a result of their office, to the extent permitted by law. In
respect of those liabilities for which directors may not be indemnified,
the Company maintained a directors’ and officers’ liability insurance
policy throughout the financial year.
Employment policies
We develop people policies in line with our Values and, by putting
our colleagues first, we enable them to give our customers a great
experience. We promote a fair, honest and transparent culture where
information is available to everyone so our people know how they
will be supported. Further details can be found on page 20 of the
Annual Report and Financial Statements 2015.
Directors’ report
70 Tesco PLC Annual Report and Financial Statements 2015