Tesco 2011 Annual Report Download - page 74

EXECUTIVE COMMITTEE
The Board delegates responsibility for formulating and implementing
the Group’s strategic plan and for management of the Group to the
Executive Committee, which is chaired by the CEO and comprised
the eight Executive Directors during the year. A senior executive,
Colin Holmes, was also a member of the Committee until he left the
Group on 29 October 2010. From 1 March 2011 this Committee has
been expanded to reflect the scale and scope of the business. The
Committee now consists of the seven Executive Directors and the
following senior executives:
1. Gordon Fryett – Property Strategy Director for the Group
2. Alison Horner – Group Personnel Director
3. Trevor Masters – responsible for operations in the Czech Republic,
Hungary, Poland, Slovakia and Turkey
4. Mike McNamara – Chief Information Officer
5. Bob Robbins – Chief Operating Officer of the UK business
6. Ken Towle – Internet Retailing Director
The Committee has authority for decision-making in all areas except
those set out in the Schedule of Matters Reserved for Board
Decision, and meets formally on a regular basis. The Company
Secretary attends in his capacity as Secretary of the Committee.
The Executive Committee is responsible for implementing Group
strategy and policy and for monitoring the performance and
compliance of the business, drawing on the work of relevant
committees, and reporting on these matters in full to the Board.
The Committee has set up further committees, including the
Compliance and Corporate Responsibility Committees, together
with a number of operational groups which have responsibility for
implementing the key elements of the Group’s strategic plan and
managing its UK and international operations, joint ventures,
property acquisitions, finance, funding and people matters. These
committees and groups have as members an appropriate mixture of
Executive Directors and senior management from relevant functions.
Whistle-blowing
The Group operates a whistle blowing policy which is reviewed
annually. In every business we operate a confidential telephone
and email service which enables concerned employees to report,
anonymously if they choose, any instances of inappropriate behaviour
or malpractice within the business. Such issues include unethical or
illegal behaviour such as fraud, dishonesty and any practices that
endanger our staff, customers or the environment. During the year
the majority of the issues related to personnel matters, which is
common in most businesses, with a number of security issues
also raised.
All complaints made are treated as confidential and are investigated
by the relevant department. Employees are kept updated on request.
Where there is a serious issue, this will be escalated to the country CEO.
This policy is monitored by the compliance committees in country, by
the Group Compliance Committee annually and by the Group Audit
Committee annually. In addition, the whistle blowing line was internally
audited during the year.
Management of the Group
COMPLIANCE COMMITTEE
Membership of the Compliance Committee includes three Executive
Directors and members of senior management. The Committee is
chaired by Lucy Neville-Rolfe, Executive Director (Corporate and
Legal Affairs). The Committee normally meets six times a year and
its remit is to ensure that the Group complies with all necessary
laws, regulations and other compliance policies in all of its
operations worldwide. The Committee has a schedule for the
regular review of operational activities across the Group. Each
business in the Group has its own compliance committee which
reviews compliance with Group and local compliance policies, and
each compliance committee reports to the Group Compliance
Committee on a regular basis.
CORPORATE RESPONSIBILITY COMMITTEE
The Committee is chaired by Lucy Neville-Rolfe, Executive Director
(Corporate and Legal Affairs), and membership comprises both
Executive Directors and senior executives from across the Group.
Regular support and contributions are also received from Non-
executive Directors, who provide the Committee with the benefit of
their experience outside Tesco. The Committee meets at least four
times a year to support, develop and monitor policies on Social,
Ethical and Environmental (SEE) issues, and to review threats and
opportunities for the Group. Progress in developing community
initiatives is monitored by the use of relevant KPIs for the businesses
within the Group. 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.
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70 — TESCO PLC Annual Report and Financial Statements 2011
GOVERNANCE
Directors’ report on corporate governance