Tesco 2014 Annual Report Download - page 41

Activities during the year
The Committee divides its time broadly between reviewing
executive management development and succession planning;
and reviewing Board development and governance matters.
This year the Committee discussed the progress which had been made
on culture and capability in the past 24 months, including rolling out
new leadership skills and developing the capability of business leaders,
and advancements in succession planning and diversity.
The Committee also reviewed succession planning for senior roles
and the management development programmes which are in
place to ensure adequate bench strength and appropriate skills
are developed across the business.
With regard to Board development and governance, the Committee
identified and recommended two appointments to the Board.
Olivia Garfield joined the Board as a Non-executive Director on
1 April 2013 and Mark Armour joined the Board as a Non-executive
Director on 2 September 2013. Both Olivia and Mark bring a wealth
of skills and experience to the Board which are detailed in their
biographies on page 26.
The Committee considers a number of factors when making new
appointments, including what the new Director will add to the
balance of skills and experience on the Board, and whether the
Director will be able to allocate sufficient time to the Company
to discharge his or her responsibilities. We worked with the external
search consultancy Lygon Group, which does not have any
connection with the Company, as well as using our own networks,
to identify candidates.
The Committee also considered a number of changes to the
composition of the Board’s Committees to ensure appropriate
balance and succession potential. These are detailed on page 32.
In addition, the Committee reviewed the key themes which had
emerged from governance meetings with shareholders in the
run-up to the AGM and agreed the proposed approach for this
year’s Board evaluation to recommend to the Board.
Diversity
Tesco approaches diversity in its broadest sense, recognising
that successful world-class businesses flourish through embracing
intellectual, experiential, geographical and skills diversity as well
as other factors such as age, disability, gender, race and sexual
orientation. With regard to gender diversity, which is the focus of
significant current attention, we accept the spirit and aspirations
of the Davies Report, including the representation of women at
the highest levels in the organisation.
There are currently three women on our Board (27%), three
women on the Executive Committee (19%) and women in
senior management positions across the Group account for
30% as a whole. We believe that the focus must remain firmly
on understanding what it takes to develop women and to retain
them in senior positions. Senior roles are very demanding for all,
regardless of gender, and we are determined to develop a culture
and an environment where our people can advance whilst having
the time to be good parents, partners and active members of their
local community.
Our policy is to find, develop and keep a diverse workforce at all
levels within our Company and we are committed to increasing the
percentage of female leaders. We set a target in September 2011
for women to represent 32% of senior management and 20%
of business leaders and Directors. We are close to our target with
30% of senior managers and we have exceeded our target with
22% of business leaders and Directors being women.
Nominations Committee attendance
Members
Number of possible
meetings attended
Actual meetings
attended
Sir Richard Broadbent (Chairman) 2 2
Patrick Cescau 2 2
Stuart Chambers 2 2
Ken Hanna 2 2
The Nominations Committee divides its time broadly between
reviewing executive bench strength and succession and overseeing
Board succession and governance. The year was marked by a
continued focus on executive bench strength and succession
reflecting the priority being given to building talent development
and succession options at all levels. The Committee also devoted time
to reviewing Board development over the short and medium term.
The Group CEO and Group Personnel Director are regular
attendees at Committee meetings which provide a valuable
opportunity for in-depth and candid discussion in a small
group on human and governance issues.
Sir Richard Broadbent
Nominations Committee Chairman
Nominations Committee responsibilities
The Committee’s terms of reference are available at
www.tescoplc.com. Where matters discussed relate to the
Chairman, the Senior Independent Non-executive Director
chairs the meeting.
The key responsibilities of the Committee include:
•Reviewing the Board’s structure, size and composition
•Identifying, nominating and reviewing candidates for
appointment to the Board
•Putting in place plans for succession
•Reviewing the leadership needs of the organisation,
both Executive and Non-executive
•Reviewing the Group’s talent planning programmes
•Reviewing Board succession over the longer term, in order
to maintain an appropriate balance of skills and experience
and to ensure progressive refreshment of the Board
•Monitoring of the Group’s compliance with corporate
governance guidelines
Nominations Committee Report
Sir Richard Broadbent
Nominations Committee Chairman
38 Tesco PLC Annual Report and Financial Statements 2014
Corporate governance report continued