Tesco 2013 Annual Report Download - page 36

32 Tesco PLC Annual Report and Financial Statements 2013
Corporate governance continued
The following changes to the Board took place during the year ended
23February 2013 and between that date and the date of publication
of this document:
Changes to the Board since 23 February 2012
Deanna Oppenheimer Non-executive
Director
Appointed to the Board
with effect from 1 March
2012
Richard Brasher Executive
Director
Stepped down from the
Board on 15 March 2012
Andrew Higginson Executive
Director
Retired from the Board
on 1 September 2012
Tim Mason Executive
Director
Stepped down from the
Board on 5 December
2012
Lucy Neville-Rolfe Executive
Director
Retired from the Board
on 2 January 2013
Karen Cook Non-executive
Director
Retired from the Board
on 23 February 2013
Ken Hydon Non-executive
Director
Retired from the Board
on 23 February 2013
Changes to the Board since 23 February 2013
Olivia Garfield Non-executive
Director
Appointed to the Board
with effect from 1 April
2013
Our Non-executive Directors are appointed for an initial period of three
years, subject to (a) remaining independent; and (b) provision B.7.1 of
the Code, which requires all directors to be re-elected by shareholders
annually at the Company’s Annual General Meeting (‘AGM’); and may
be reappointed for further periods of three years. The Board makes a
careful assessment of the time commitment required from the Chairman
and Non-executive Directors to discharge their roles properly. This is
discussed with potential candidates as part of the recruitment process
and a commitment to the appropriate time requirement is included in
their engagement letters. The independence of each Non-executive
Director is reviewed annually by the Chairman as part of the
performance review process.
The terms and conditions of appointment of our Non-executive Directors
are available for inspection at the Company’s registered office and at
our AGM.
Length of service of each Non-executive Director
Non-executive Director Date of appointment
Years in post
at 2013 AGM
Sir Richard Broadbent 2 July 2011 2
Jacqueline Tammenoms Bakker 1 January 2009 4
Patrick Cescau 1 February 2009 4
Ken Hanna 1 April 2009 4
Gareth Bullock 3 July 2010 3
Stuart Chambers 3 July 2010 3
Deanna Oppenheimer 1 March 2012 1
Olivia Garfield 1 April 2013 –
Executive Directors are permitted to hold one FTSE 100 external Non-
executive Directorship, although none of the Executive Directors do.
Biographies of the Board are available on pages 24 to 25.
Conflicts of interest
The Company has comprehensive procedures in place to deal with any
situation where a Director has an actual or potential conflict of interest.
Under these procedures the Board is required to:
• consider each conflict situation separately on its particular facts;
• consider the conflict situation in conjunction with the rest of their
duties under the Companies Act 2006;
• keep appropriate records and Board minutes demonstrating any
authorisation granted by the Board for such conflict and the scope
of any approvals given; and
• regularly review conflict authorisations.
Appointments and succession
Board development is a continuous process. We are constantly assessing
what the appropriate mix of skills and experience should be for the
Board, given the diverse markets the Group operates in and the breadth
of operations and services offered. We also ensure plans are in place to
support succession for all key Board roles. Further details of the Board
appointment process can be found in the Nominations Committee
section on page 37 and biographies of our Directors can be found
on pages 24 to 25.
Board induction
All new Directors receive a personalised induction programme, tailored
to their experience, background and particular areas of focus, which is
designed to develop their knowledge and understanding of the Group’s
culture and operations. The programme has evolved over time to take
into account feedback from new Directors and the development of best
practice, and includes a wide-ranging programme of meetings with
senior management from across the Group, attending results and broker
briefings, comprehensive briefing materials and opportunities to visit the
Group’s operations across the world including spending time in-store
and in our distribution network. The Chairman agrees the personalised
induction plan with each new Director and ensures that it meets the
individual needs of that Director.
Information and support
During the year we reviewed the information provided to the Board,
with a view to creating a suite of information which covers the right
ground in a focused way to support the Board’s pattern of meetings,
as well as ensuring that Directors receive appropriate information in
the periods between meetings in a form consistent with the information
provided for Board meetings.
Board papers are circulated a week before each meeting to give the
Directors and Committee members sufficient time to fully consider
the information.
All Directors have access to the services of the Company Secretary and
may take independent professional advice at the Company’s expense
in conducting their duties. The Company provides insurance cover and
indemnities for its Directors and Officers.
Training and development
The Chairman reviews the Directors’ development needs as part
of the annual performance evaluation process and puts appropriate
arrangements in place for specific training. The Nominations Committee
reviews the Directors’ skills and experience as a group against those
needed to continue to enable the Board to oversee and support the
Group’s diverse operations in the future, and identifies any gaps. This
informs the approach to ongoing refreshing of the Board as well as the
training plan for the current members of the Board. Training is arranged
to help develop the knowledge and skills of the Directors in a variety of
areas relevant to the Group’s business, including social, environmental
and ethical issues. In the last year the Board received training focusing,
among other things, on the global macroeconomic outlook and social
trends. Further training in a number of key areas is planned for Directors
in the coming year, including developments and opportunities in relation
to digital and their obligations as directors of a listed company.