Tesco 2013 Annual Report Download - page 34

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30 Tesco PLC Annual Report and Financial Statements 2013
Corporate governance continued
The Board is supported in its work by the following key committees:
• Nominations Committee;
• Audit Committee;
• Remuneration Committee; and
• Corporate Responsibility Committee.
The work of the Committees is essential to the effective operation of the
Board. The Committees consider in greater depth and detail, on behalf
of the Board, issues relevant to their Terms of Reference, and report to
the Board after every meeting.
Details of the remit and activities of the Nominations Committee
can be found on page 37; the Audit Committee on pages 34 to 35;
the Remuneration Committee on pages 57 to 58; and the Corporate
Responsibility Committee on page 36. Copies of the Terms of Reference
of the above committees are available on the Company’s website at
www.tescoplc.com.
The Board delegates responsibility for formulating and, after approval,
implementing the Group’s strategic plan and for management of the
day-to-day operation of the Group to the CEO. The Group Executive
Committee, which the CEO chairs, supports the CEO in carrying out his
role and manages the day-to-day operation of the Group’s businesses.
The Group Executive Committee comprises the Executive Directors
and a number of senior executives. Biographies of the members of
the Group Executive Committee can be found on pages 26 to 27.
The Group Executive Committee has established a number of
sub-committees which assist it in its work and ensure:
• strategic choices are properly considered;
• new growth opportunities are fully discussed; and
• progress against the Group’s priorities is reviewed.
The membership of each of the sub-committees comprises an
appropriate mix of Group Executive Committee members and senior
management from relevant functions. The CEO chairs all of these
committees. The sub-committees report to the Group Executive
Committee after each of their meetings on their work and issues
are escalated for discussion and/or decision to the Group Executive
Committee or the Board as appropriate. The key committees are:
• Commercial Committee;
• Compliance Committee;
• Digital Retailing Committee;
• People Matters Group;
• Property Strategy Committee;
• Social Responsibility Committee; and
• Technology Committee.
The Board is kept up to date with developments in the business,
including the work of the Group Executive Committee and its
sub-committees, through the CEO’s monthly report, which is also
discussed in detail at each Board meeting. Group Executive Committee
members regularly attend Board meetings to present items and they
also regularly meet with the Chairman to discuss matters which are
specific to their area on a less formal basis.
To support the governance structure there are a number of Group
policies and processes in place.
Code of Business Conduct
The Code of Business Conduct explains to colleagues their most
important individual responsibilities and obligations while working
for Tesco, and all colleagues must comply with it. The code provides
guidance on key issues which may arise for colleagues and indicates who
they should contact if they think that they, or another colleague, may
have breached those rules. All colleagues are required to provide an
annual statement of compliance with the terms of the code. Disciplinary
action may result from breaches of the code.
Whistleblowing
The Group operates a Whistleblowing policy which is reviewed annually.
In every business we operate a confidential telephone and email service
which enables concerned colleagues 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
bribery and corruption, fraud, dishonesty and any practices which may
prejudice or endanger our colleagues, customers or the environment.
Governance structures
Board
Executive Committee
Chairman
Tesco PLC Board
Nominations
Committee
Audit
Committee
Remuneration
Committee
Corporate
Responsibility
Committee
Commercial
Committee
Digital Retailing
Committee
Property
Strategy
Committee
Compliance
Committee
People Matters
Group
Social
Responsibility
Committee
Technology
Committee
Executive Committee