Tesco 2009 Annual Report Download - page 48

46 REPORT OF THE DIRECTORS
Tesco PLC Annual Report and Financial Statements 2009
Nominations Committee
Members:
David Reid (Chairman)
Charles Allen
Patrick Cescau (from 1 February 2009)
Rodney Chase
Karen Cook
E Mervyn Davies (until 31 October 2008)
Dr Harald Einsmann
Ken Hydon
Carolyn McCall (until 10 April 2008)
Jacqueline Tammenoms Bakker (from 1 January 2009)
Sir Terry Leahy 
From 1 April 2009:
Ken Hanna
The Nominations Committee leads the process for Board appointments
and the re-election and succession of Directors, as well as making
recommendations for the membership of statutory committees. The
Committee is chaired by David Reid and the Company Secretary also
attends meetings in his capacity as Secretary of the Committee. Where
matters discussed relate to the Chairman, the Senior Independent Non-
executive Director chairs the meeting. The Nominations Committee met
four times in the year to discuss the ongoing shape and capability of the
Board. As well as reviewing the performance and development of the
Executive Directors and the senior executive levels below the Board, the
Committee also regularly reviews board structure, size, composition,
working arrangements and capability, and considers succession plans
for Executive and Non-executive Directors.
During the year the Committee continued the effort of identifying
suitable candidates for the position of Non-executive Director, and a
successor for the position of Group Finance Director. External search
consultants were engaged to identify candidates. The Chairman and
CEO then met candidates before recommending a shortlist to the
Committee. The Committee members interviewed the candidates
before recommending three new appointments of Non-executive
Directors to the Board. A similar process was followed for the selection
of the new Group Finance Director except that, in addition to identifying
potential external candidates, the external search consultants also
carried out benchmarking of internal candidates.
Remuneration Committee
Members (all independent Non-executive Directors):
Charles Allen (Chairman)
Patrick Cescau (from 1 February 2009)
Rodney Chase
Karen Cook
E Mervyn Davies (until 31 October 2008)
Dr Harald Einsmann
From 1 April 2009:
Ken Hanna
The Remuneration Committee’s role is to determine and recommend
to the Board the remuneration of the Executive Directors. It also monitors
the levels and structure of remuneration for senior management and
seeks to ensure that the remuneration arrangements are designed to
attract, retain and motivate the Executive Directors needed to run the
Company successfully.
At the invitation of the Committee the Chairman of the Board normally
attends meetings and the Chief Executive attends as appropriate.
Representatives of the Group’s Personnel and Finance functions attend
as appropriate to provide support and the Company Secretary also attends
in his capacity as Secretary of the Committee.
The Committee met ten times this year. Each year it conducts a review
of the Committee’s own effectiveness and its Terms of Reference. The
responsibilities of the Remuneration Committee and an explanation of
how it applies the Directors’ remuneration principles of the Combined
Code, are set out in the Directors’ Remuneration Report on pages
50 to 64.
Audit Committee
Members (all independent Non-executive Directors):
Ken Hydon (Chairman)
Patrick Cescau (from 1 February 2009)
Rodney Chase
E Mervyn Davies (until 31 October 2008)
Carolyn McCall (until 10 April 2008)
From 1 April 2009:
Ken Hanna
The Audit Committee’s primary responsibilities are to review the financial
statements, to review the Group’s internal control and risk assurance
processes, to consider the appointment of the external auditors, their
reports to the Committee and their independence, which includes an
assessment of their appropriateness to conduct any non-audit work, as
well as to review the programme of Internal Audit.
At the invitation of the Committee, the Chairman of the Board, the
Finance Director and his representatives, the Head of Internal Audit, the
Corporate and Legal Affairs Director, other relevant Executive Directors
and representatives of the external auditors regularly attend meetings.
The Company Secretary also attends in his capacity as Secretary of
the Committee.
The Committee met five times this year and took advantage of an
overseas Board meeting to meet with local management and review risks
and controls. The Committee also had regular private meetings with the
external auditors and Head of Internal Audit. During the year the
Committee received presentations on whistleblowing, IT security, fraud,
bribery and corruption, business continuity and updates from business
units. Each year the Committee conducts a review of its own effectiveness
and its Terms of Reference.
Corporate governance continued
Ken Hydon Audit Committee
Chairman
Charles Allen Remuneration
Committee Chairman
David Reid Nominations
Committee Chairman