Tesco 2009 Annual Report Download - page 51

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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
Corporate Responsibility Committee
The Corporate Responsibility Committee, which is not a statutory
committee, is chaired by the Corporate and Legal Affairs Director, Lucy
Neville-Rolfe and membership is made up of senior executives from across
the Group. It meets at least four times a year to support, develop and
monitor policies on Social, Ethical and Environmental issues, reviewing
threats and opportunities for the Group. Progress in developing
Community initiatives is monitored by the use of relevant KPIs in the
UK and our international businesses. The Board formally discusses the
work of the Committee on a regular basis, including progress in
implementing our Community Plan.
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.
Whistleblowing
The Group operates a whistleblowing policy and has a confidential
‘Protector Line’ service accessible to concerned employees where they
can report, anonymously if necessary, on issues of malpractice within
the business. These issues include unethical behaviour such as fraud,
dishonesty and any practices that endanger our staff, customers or
the environment.
Complaints made are treated as confidential and are investigated.
Where appropriate, matters will be escalated to the Director of Group
Security for further action.
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. Steering Wheels are operated in business
units across the Group, and reports are prepared of performance 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 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 our Corporate Responsibility Review 2009 and on our
website (www.tesco.com/cr-report09).
Shareholder engagement
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.
During the year, the Chairman, Chief Executive and Finance Director met
with most of our leading shareholders to discuss issues relating to the
board, strategy and governance matters, as well as new developments
within the business. The Chairman’s meetings with major shareholders
took place independently from the Executive team. In addition to this
the Company Secretary’s office, Investor Relations and other teams within
the business engage with shareholders on a regular basis, and on a wide
range of issues.
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.
Every shareholder may choose to receive a full Annual Report and
Financial Statements or the Annual Review and Summary Financial
Statements, either in paper or electronic form. These reports, together
with publicly-made trading statements, are available on the Group’s
website, www.tesco.com/corporate.
The Tesco PLC AGM
The Annual General Meeting offers the opportunity for the Board to
communicate directly with shareholders. Our last Annual General Meeting
in June 2008 was held near Birmingham, a departure from its traditional
location in Central London. This was in recognition of the diversity of our
shareholder base.
The 2009 AGM will be held in Glasgow at 10.30 am on Friday 3 July. The
choice of location is based on our policy of widening the opportunity for
our shareholders to attend the AGM, by moving to different locations in
the UK each year.
The whole Board attends the meeting and is available to answer questions
from shareholders present. To encourage shareholder participation, we
offer electronic proxy voting and voting through the CREST electronic
proxy appointment service. At our last Annual General Meeting, 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.
By Order of the Board
Jonathan Lloyd
Company Secretary
1 May 2009
Tesco PLC
Registered Number: 445790
Registered in England and Wales
Registered Office: Tesco House, Delamare Road, Cheshunt,
Hertfordshire EN8 9SL
VAT Registration Number: GB 220 4302 3