Tesco 2012 Annual Report Download - page 60

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The Nominations Committee met once 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.
In future, it is intended that there will be four scheduled meetings a
year of the Committee.
The remit of the Nominations Committee was expanded with effect
from 26 February 2012, so that, in addition to its existing responsibility
for reviewing the Board’s structure, size and composition, identifying,
nominating and reviewing candidates for appointment to the Board
and putting in place plans for succession, the responsibilities of the
Committee will include:
 reviewing the leadership needs of the organisation, both executive
and non-executive;
 reviewing the Group’s talent management programmes;
 reviewing Board succession over the longer term, in order to maintain
an appropriate balance of skills and experience and to ensure
progressive refreshing of the Board; and
 monitoring of the Group’s compliance with corporate governance
guidelines.
The Committee was chaired by Sir David Reid during his tenure and
is now chaired by Sir Richard Broadbent following his appointment
as Chairman. The Company Secretary 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.
During the year consideration was given to finding an appropriate
replacement for retiring Chairman, Sir David Reid. The Nominations
Committee considered the skills and experience that would be required
for this position and to create a detailed role description. After a
rigorous selection process, which was led by the Senior Independent
Director and included interviews with the Executive and Non-executive
Directors, Sir Richard Broadbent was chosen as the strongest candidate
for Chairman.
The Committee’s revised terms of reference, which were approved by
the Board on 14 February 2012, are available at www.tescoplc.com/plc/
ir/corpgov/boardprocess.
Nominations Committee members
Members
Number
of possible
meetings
attended
Actual
meetings
attended
Sir Richard Broadbent (member
since 2 July 2011 and Chairman
since 30 November 2011) 1 1
Gareth Bullock 1 1
Patrick Cescau 1 1
Stuart Chambers 1 1
Karen Cook 1 1
Ken Hanna 1 1
Ken Hydon 1 1
Jacqueline Tammenoms Bakker 1 1
Philip Clarke 1 1
Past Committee members
Sir Terry Leahy until 2 March 2011 0 0
Sir David Reid (Chairman)
until 30 November 2011
00
Note: the membership of the Committee has been revised with effect from 26 February 2012
and is now as follows: Sir Richard Broadbent (Chairman), Patrick Cescau, Stuart Chambers
and Ken Hanna.
Nominations Committee
“The Nominations Committee plays an
essential role in leading the process of
assessing the skills the Board needs to
discharge its duties competently. It also
reviews the Board’s composition, structure
and size, to assist the ongoing development
of the Board over time.”
Sir Richard Broadbent
Nominations
Committee Chairman
me.
Corporate governance
56 Tesco PLC Annual Report and Financial Statements 2012