Tesco 2009 Annual Report Download - page 47

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REPORT OF THE DIRECTORS
Tesco PLC Annual Report and Financial Statements 2009
To find out more go to
www.tesco.com/annualreport09
Board responsibilities
The Board has set out a clear Schedule of Matters Reserved for Board
Decision in order to ensure its overall control of the Group’s affairs.
These include the approval of:
the Company’s strategic and operating plans;
annual and interim financial statements;
major acquisitions and disposals;
authority levels for expenditure;
treasury policies;
risk management and internal control systems;
group governance policies; and 
succession planning for senior executives. 
All Directors have access to the services of the Company Secretary and
may take independent professional advice at the Company’s expense in
conducting their duties. The Company provides insurance cover and
indemnities for its Directors and officers.
Attendance at meetings
The Board scheduled nine meetings in the year ended 28 February
2009 including a two-day off-site meeting which considered the Group’s
strategy. Ad hoc meetings were also convened to deal with matters
between scheduled meetings as appropriate. It is expected that all
Directors attend scheduled Board and Committee meetings unless they
are prevented from doing so by prior commitments and that all Directors
will attend the AGM. Where Directors are unable to attend meetings due
to conflicts in their schedules, they receive the papers scheduled for
discussion in the relevant meetings, giving them the opportunity to relay
any comments to the Chairman in advance of the meeting. Directors leave
the meeting where matters relating to them or which may constitute a
conflict of interest are being discussed.
The table above shows the attendance of Directors at scheduled Board
meetings and at meetings of the Nominations, Remuneration and Audit
Committees during the year.
Board processes
The Board governs through a number of statutory Board Committees –
the Audit, Remuneration and Nominations Committees – to which certain
responsibilities and duties are delegated. These Committees are properly
authorised under the constitution of the Company to take decisions and
act on behalf of the Board within the parameters laid down by the Board.
The Board is kept fully informed of the work of these Committees and any
issues requiring resolution are referred to the full Board as appropriate.
A summary of the operations of these Committees is set out below.
The effectiveness of the Audit, Remuneration and Nominations
Committees is underpinned by their Non-executive Director membership,
which provides independent insight on governance matters. A copy
of each Committee’s Terms of Reference is available on our website
www.tesco.com/boardprocess. The Board is serviced by the Company
Secretary, who reports to the Chairman in respect of his core duties
to the Board.
Full Board Audit Remuneration Nominations
meetings Committee Committee Committee
Number of meetings Actual Possible Actual Possible Actual Possible Actual Possible
Non-executive Directors
David Reid (Chairman) 9 9 – – – – 4 4
Charles Allen CBE 9 9 – – 10 10 4 4
Patrick Cescau (appointed 1.2.09) 1 1 1 1 1 1 0 0
Rodney Chase CBE (Senior Independent Director) 9 9 5 5 10 10 4 4
Karen Cook 8 9 – – 9 10 4 4
E Mervyn Davies (resigned 31.10.08) 3 6 2 4 4 7 1 2
Harald Einsmann 9 9 – – 9 10 4 4
Ken Hydon 9 9 5 5 – – 4 4
Carolyn McCall (resigned 10.4.08) 1 1 1 2 – – 0 1
Jacqueline Tammenoms Bakker (appointed 1.1.09) 2 2 – – – – 1 1
Executive Directors
Sir Terry Leahy 8 9 – – – – 4 4
Richard Brasher 9 9 – – – – – –
Philip Clarke 8 9 – – – – – –
Andrew Higginson 9 9 – – – – – –
Tim Mason 8 9 – – – – – –
Laurie McIlwee (appointed 27.01.09) 1 1 – – – – – –
Lucy Neville-Rolfe CMG 9 9 – – – – – –
David Potts 9 9 – – – – – –