Tesco 2011 Annual Report Download - page 71

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 the Board’s main 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 Director chairs the meeting.
The Nominations Committee met four times formally in the year
to discuss the ongoing shape and capability of the Board. There
were also a number of ad hoc meetings during the year to discuss
Board succession matters. As well as reviewing the performance
and development of the Executive Directors and the senior executive
levels below the Board, the Committee also regularly considers:
• the Board’s structure, size and composition;
• the skills, experience and knowledge of the Board, and identifies
candidates to fill Board vacancies and enhance its capability;
• succession planning for Directors and other senior executives, taking
into account the challenges and opportunities facing the business,
and what skills and expertise are therefore needed on the Board in
the future;
• the time commitment required from Non-executive Directors;
• the leadership needs of the organisation, both executive and non-
executive, with a view to ensuring the continued ability of the
organisation to compete effectively in the marketplace; and
• strategic issues and commercial changes affecting the Group
and the market in which it operates.
During the year consideration was given to finding an appropriate
replacement for retiring CEO, Sir Terry Leahy, and for the retiring
Non-executive Directors. The Nominations Committee considered
the skills and experience that would be required for these positions
to create detailed role descriptions. After a rigorous selection process
involving a number of external candidates, which included interviews
with the Executive and Non-executive Directors, Gareth Bullock and
Stuart Chambers were selected for the Non-executive roles. Philip
Clarke was chosen as the strongest candidate for CEO following a
thorough assessment of internal and external candidates.
As part of the succession planning process the Nominations Committee
considered appointing three new Non-executive Directors to replace
the three Directors retiring in July 2010, but it was considered that
the appointment of two new Directors would be sufficient, given
the balance of skills and experience there would be among the
Non-executive Directors (taking into account these appointments),
and the fact that the Company’s non-compliance with the board
balance provisions in the Code would only be temporary. Copies of
the Non-executive Directors’ letters of appointment are available for
inspection from the Company Secretary at the Company’s registered
office and also at the AGM.
The Committee’s effectiveness review concluded that the Committee
was provided with sufficient resources to carry out its duties.
Full terms of reference of the Tesco PLC
Nominations Committee are available at:
www.tescoplc.com/boardprocess/
Members
Number of
possible
meetings
attended
Actual
meetings
attended
David Reid (Chairman) 4 4
Gareth Bullock
(from 3 July 2010)
1 1
Patrick Cescau 4 4
Stuart Chambers
(from 3 July 2010)
1 1
Karen Cook 4 4
Ken Hanna 4 4
Ken Hydon 4 4
Jacqueline Tammenoms Bakker 4 4
Sir Terry Leahy
(retired 2 March 2011)
4 4
Philip Clarke
(from 2 March 2011)
1 1
Past committee members
Charles Allen 3 3
Rodney Chase 3 2
Harald Einsmann 3 3
Our Nominations Committee
comprises seven independent
Non-executive Directors, the
Non-executive Chairman and
theCEO.
Nominations
Committee
David Reid
Nominations Committee
Chairman
TESCO PLC Annual Report and Financial Statements 2011 — 67
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