Tesco 2007 Annual Report Download - page 34

Download and view the complete annual report

Please find page 34 of the 2007 Tesco annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 112

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112

Directors’ remuneration report continued
The Committee has agreed that new appointments of
Executive Directors will normally be on a notice period of 12
months. The Committee reserves the right to vary this period
to 24 months for the initial period of appointment and for
the notice period to then revert to 12 months. The service
agreements are available to shareholders to view on request
from the Company Secretary.
Outside appointments
Tesco recognises that its Executive Directors may be invited
to become Non-executive Directors of other companies. Such
Non-executive duties can broaden experience and knowledge
which can benefit Tesco. Subject to approval by the Board,
Executive Directors are allowed to accept Non-executive
appointments and retain the fees received, provided that these
appointments are not likely to lead to conflicts of interest.
Executive Directors’ biographies can be found in the Annual
Review on page 47 and fees retained for any Non-executive
Directorships are set out below.
Company in which Fee retained by
Non-executive the Director in
Director Directorship held 2006/07 (£000)
Mr P A Clarke Whitbread Group PLC 45
Mr A T Higginson BSkyB 53
Note: As stated in the Annual Report and Financial Statements 2006, Mr T J R Mason
resigned from G Cap Media PLC on 14 March 2006.
Non-executive Directors
Non-executive Directors have letters of appointment setting
out their duties and the time commitment expected. The
letters are available to shareholders to view from the Company
Secretary. The Chairman meets with each Non-executive
Director separately to review individual performance. All Non-
executive Directors are subject to re-election by shareholders
every three years at the Annual General Meeting and their
appointment can be terminated by either party without notice.
The remuneration of the Non-executive Directors is determined
by the Chairman and the Executive Committee after
considering external market research and individual
contribution. Non-executive Directors receive a basic fee of
£55,000. To reflect the increased workload and responsibilities
of chairing the Audit and Remuneration Committees, the
fees received by the Chairs of each of these committees have
increased to £15,000 (in addition to their basic Non-executive
fee) from 1 March 2007. The fees received by Non-executive
Directors for membership of the Audit and Remuneration
Committees have increased to £8,000 for each committee,
also from 1 March 2007. The fee received by the Senior
Independent Non-executive Director, Mr R F Chase, who is
also the Deputy Chairman, has increased to £118,000 from
1 March 2007.
The Remuneration Committee determines the Chairman’s
remuneration, having regard to time commitment and
packages awarded to Chairmen of other companies of a similar
size and complexity. Mr D E Reid, Non-executive Chairman,
received an annual fee of £540,000 this year and has the
benefit of a company car.
Compliance
In carrying out its duties, the Committee gives full
consideration to best practice. The Committee is constituted
and operated throughout the period in accordance with the
principles outlined in the Listing Rules of the Financial Services
Authority derived from Schedule A and B of the Combined
Code. The auditors’ report, set out on page 43, covers the
disclosures referred to in this report that are specified for audit
by the Financial Services Authority. This report also complies
with disclosures required by the Director Remuneration Report
Regulations 2002. Details of Directors’ emoluments and
interests, including executive and savings-related share
options, are set out on pages 33 to 40.
Mr C L Allen
Chairman of the Remuneration Committee
32 Tesco PLC Annual report and financial statements 2007 Find out more at www.tesco.com/corporate