Tesco 2015 Annual Report Download - page 63

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Committee advisors
Remuneration Committee advisors are appointed by the Committee following a selection process and their roles are kept under review.
During the year, Deloitte LLP have been retained by the Committee in their capacity as independent Remuneration Committee advisors.
Fees for advice provided to the Remuneration Committee for the year were £144,276. Fees are charged on a time and materials basis.
Deloitte also provided advice to management in relation to the interpretation of the Remuneration Reporting Regulations, below Board
remuneration and implementation of share plans. Separate teams within Deloitte provided unrelated advisory services in respect of
corporate tax planning, technology consulting, risk management, share schemes, international taxation, corporate finance, treasury
and forensic services to the Group during the year.
Deloitte is one of the founding members of the Remuneration Consultants Code of Conduct and adheres to this Code in its dealings
with the Committee. The Committee is satisfied that the advice provided by Deloitte is objective and independent. The Committee
is comfortable that the Deloitte LLP engagement partner and team that provide remuneration advice to the Committee do not have
connections with Tesco PLC that may impair their independence. The Committee reviewed the potential for conflicts of interest and judged
that there were appropriate safeguards against such conflicts.
Towers Watson also provided the Committee with benchmarking information during the year and fees on a time-spent basis for this were
£16,000.
Paul Moore, the Company Secretary, is Secretary to the Committee. The Group CEO and the Group CFO attend meetings at the invitation
of the Committee. They are not present when their own remuneration is being discussed. The Committee is supported by Alison Horner
(Chief People Officer) as well as Reward, Corporate Secretariat and Finance functions.
Compliance
In carrying out its duties, the Remuneration Committee gives full consideration to best practice. The Committee was constituted and
operated throughout the period in accordance with the principles outlined in the Listing Rules of the Financial Conduct Authority derived
from the UK Corporate Governance Code. The auditors’ report, set out on pages 75 to 82, covers the disclosures referred to in this report
that are specified for audit by the Financial Conduct Authority.
The report has been drawn up in accordance with the UK Corporate Governance Code, Schedule 8 of the Large and Medium-sized
Companies and Groups (Accounts and Reports) Regulations 2008 (as updated in 2013) and the Financial Conduct Authority Listing Rules.
Shareholder voting
Tesco remains committed to ongoing shareholder dialogue and carefully reviews voting outcomes on remuneration matters. In the event
of a substantial vote against a resolution in relation to Directors’ remuneration, Tesco would seek to understand the reasons for any such
vote, and would detail any actions in response to it in the Directors’ remuneration report.
The following table sets out actual voting in respect of our remuneration arrangements in 2014.
% of votes For Against
2013/14 To approve the Directors’ Remuneration Report
(2014 AGM)*
98.62% 1.38%
2013/14 To approve the Directors’ Remuneration Policy
(2014 AGM)**
97.50% 2.50%
* 9,093,781 votes were withheld (0.11% of share capital).
** 37,508,831 votes were withheld (0.46% of share capital).
The Committee was pleased with the level of support for our remuneration arrangements in 2014.
61Tesco PLC Annual Report and Financial Statements 2015
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