Tesco 2012 Annual Report Download - page 59

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Annual reviews of the performance of the Remuneration and Audit
Committees have been carried out, led by each Committee’s Chairman.
These reviews have confirmed that each Committee continues to
operate effectively. For further details, please refer to the sections
dealing with the Audit Committee (on page 58) and the
Remuneration Committee (on page 57).
Our CEO reviews the performance of each Executive Director and
the outgoing Chairman has reviewed the performance of the CEO
and each Non-executive Director. Having completed these evaluations,
the CEO and Chairman have confirmed that each individual whose
performance they have assessed continues to be effective and
committed to their role. The new Chairman, Sir Richard Broadbent,
only assumed his role on 30 November 2011, so it was judged to be
too soon for the Senior Independent Director to carry out a
performance assessment.
During the year, both the outgoing Chairman and the new Chairman
met with the Non-executive Directors, without the Executive Directors
present, to discuss Board issues and how to build the best possible team.
Board attendance
The Board held eight scheduled meetings in the year ended
25February 2012, including the AGM, and ad hoc meetings were
also arranged to deal with matters between scheduled meetings as
appropriate. It is expected that all directors attend scheduled Board
and relevant 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, they receive the
papers scheduled for discussion in the relevant meetings, giving them
the opportunity to raise any issues and give any comments to the
Chairman in advance of the meeting.
Following the meeting the Chairman briefs any member not present
on the discussions and any decisions taken at the meeting. Directors
leave the meeting where matters relating to them, or which may
constitute a conflict of interest for them, are being discussed. None
of the Executive Directors holds more than one FTSE 100 external
Non-executive Directorship and Philip Clarke resigned his position as
Non-executive Director of Whitbread PLC effective from 1 March 2011,
immediately prior to taking up his role as CEO. The other directorships
held by the Non-executive Directors are set out in their biographies,
which can be found on pages 38 and 39.
Board attendance
Full Board meetings
Number
of possible
meetings
attended
Actual
meetings
attended
Non-executive Directors
Sir Richard Broadbent 4 4
Gareth Bullock 8 8
Patrick Cescau 8 8
Stuart Chambers 8 8
Karen Cook 8 7
Ken Hanna 8 8
Ken Hydon 8 8
Jacqueline Tammenoms Bakker 8 8
Executive Directors
Philip Clarke 8 8
Andrew Higginson 8 7
Tim Mason 8 7
Laurie McIlwee 8 8
Lucy Neville-Rolfe CMG 8 8
Past Non-executives
(at date of Annual Report)
Sir David Reid (Chairman)
(Retired 30 Nov 2011) 6 6
Past Executive Directors
(at date of Annual Report)
Sir Terry Leahy
(Retired 2 March 2011) 0 0
David Potts
(Stepped down 7 December 2011) 7 6
Richard Brasher
(Stepped down 15 March 2012) 8 8
Tesco PLC Annual Report and Financial Statements 2012 55
STRATEGIC REVIEW PERFORMANCE REVIEW GOVERNANCE FINANCIAL STATEMENTSOVERVIEW
General information Directors’ remuneration reportBoard of Directors Principal risks and uncertainties Corporate governance