Tesco 2007 Annual Report Download - page 28

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Corporate governance continued
•Corporate Responsibility Committee The Committee is
chaired by an Executive Director and membership is made
up of senior executives from across the business. It meets
at least four times a year to support, develop and monitor
policies on SEE issues, reviewing threats and opportunities
for the Group. KPIs are monitored under the ‘Community’
segment on our Steering Wheel. The Board formally
discussed the progress in implementing our Community
Plan and other work of the Committee twice in the last
year and the Chair of the Committee reports regularly
to the Executive Committee on SEE matters.
Specialist functions such as the Corporate and Legal
Affairs department and the Trading Law and Technical
department provide assurance and advice on legal
compliance, health and safety, and SEE matters. These
functions report on their work on a regular basis and
escalate matters as appropriate.
•Management In our fast moving business, trading is
tracked on a daily and weekly basis, financial performance
is reviewed weekly and monthly, and the Steering Wheel
is reviewed quarterly. All key business units in the Group
operate a Steering Wheel and report against target KPIs
on a quarterly basis enabling management to measure
performance.
All major initiatives require business cases normally
covering a minimum period of five years. Post-investment
appraisals, carried out by management, determine the
reasons for any significant variance from expected
performance.
Relations with stakeholders
We are committed to having a constructive dialogue with
all stakeholders to ensure we understand what is important
to them and allow ourselves the opportunity to present
our position. Engagement helps us identify new risks and
opportunities to ensure that our long-term strategy is
sustainable. In some instances we find that working with
stakeholders in partnership can help deliver shared goals. We
might not be able to satisfy all stakeholder concerns all the
time but through engagement we can do our best to balance
competing demands. We know that customers need to be able
to trust our business and they will only trust us if we do the
right thing by all our stakeholders. Our programme of engaging
with stakeholders including customers, staff, suppliers,
investors, non-governmental organisations and others, is set
out in more detail in the Corporate Responsibility Review and
on our website. The launch of the Community Plan has helped
to demonstrate our commitment to tackling a wide range of
social and environmental issues and we carry out external
research to help us understand how well we are addressing
stakeholder concerns.
We are committed to maintaining a good dialogue with
shareholders through proactively organising meetings and
presentations as well as responding to a wide range of
enquiries. We seek shareholder views on a range of issues
from strategy to corporate governance and SEE issues. We
recognise the importance of communicating appropriately
any significant Company developments. This shareholder
communication is mainly co-ordinated by the Investor Relations
department. During the year, the Group met with 97 of our
leading shareholders representing over 53% of the issued
shares of the Company. To complement this programme, the
Chairman meets with major shareholders independently from
the Executive team. Shareholders also have the opportunity
to meet with the Senior Independent Non-executive Director.
The Board is kept updated on the views of stake-holders.
It is normal that institutional shareholders may be in more
regular contact with the Group than others, but care is
exercised to ensure that any price-sensitive information is
released to all shareholders, institutions and private, at the
same time in accordance with applicable legal and
regulatory requirements.
The AGM is an excellent opportunity to communicate directly
with all shareholders. The whole Board attends the meeting
and are available to answer questions from the shareholders
present. To encourage shareholder participation, we offer
electronic proxy voting and voting through the CREST electronic
proxy appointment service. At our last AGM in July 2006, all
resolutions were voted by way of electronic poll. This follows
best practice guidelines and allows the Company to count all
votes, not just those of shareholders attending the meeting.
Every shareholder may choose to receive a full Annual Report
and Financial Statements or the Annual Review and Summary
Financial Statement. At the half-year, all shareholders receive
an Interim Report. These reports, together with publicly-made
trading statements, are available on the Group’s website,
www.tesco.com/corporate.
Compliance
The Board considers that Tesco PLC complied in all respects
with the Combined Code Principles of Good Governance and
Code of Best Practice for the year ended 24 February 2007.
26 Tesco PLC Annual report and financial statements 2007 Find out more at www.tesco.com/corporate