Tesco 2013 Annual Report Download - page 37

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33
Tesco PLC Annual Report and Financial Statements 2013
OVERVIEW BUSINESS REVIEW PERFORMANCE REVIEW GOVERNANCE FINANCIAL STATEMENTS
The Board holds at least one in-depth session a year focusing on one
of the Group’s key areas of business, with the aim of broadening and
deepening the Directors’ understanding of that business. In March 2012
the Board carried out an in-depth review of our UK business. Board
trips allow the Directors to view first-hand the progress, development,
challenges and direction of our businesses, as well as meeting our teams
in those businesses.
Board attendance
The Board held eight scheduled meetings in the year ended 23 February
2013, 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 each 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.
The table below records attendance at the meetings of the Board:
Board attendance
Number of
possible
meetings
attended
Actual
meetings
attended
Non-executive Directors
Sir Richard Broadbent 8 8
Gareth Bullock 8 8
Patrick Cescau 8 8
Stuart Chambers 8 8
Ken Hanna 8 8
Deanna Oppenheimer 8 8
Jacqueline Tammenoms Bakker 8 8
Executive Directors
Philip Clarke 8 8
Laurie McIlwee 8 8
Past Non-executive Directors
Karen Cook 8 6
Ken Hydon 8 7
Past Executive Directors
Andrew Higginson 4 –
Tim Mason 6 6
Lucy Neville-Rolfe 7 7
In the current year, the Board will move to a pattern of six formal
meetings annually, plus a strategy meeting. Board meetings will be
preceded by a day of Committee meetings and by a dinner the previous
evening. Board meetings themselves will last substantially the whole day.
This pattern of meetings is intended to support the Board’s focus on the
strategic and long-term while ensuring it can discharge its monitoring
and oversight role effectively through intensive high-quality meetings
and high-quality information flows. This pattern of meetings also serves
to broaden the pool of international talent and working executives able
to take up a non-executive role.
The effectiveness of this approach will be reviewed at the end of
the year.
Board evaluation
The Board conducted an external evaluation in 2011/12 with the support
of Egon Zehnder, which has no other connection with the Company.
In 2012/13 we conducted an internal Board evaluation. The evaluation
considered a range of factors relevant to the effectiveness of the
Board, including: the balance of skills, experience, independence and
knowledge of the Board, its diversity and how the Board works together
as a unit. The review was led by the SID, supported by the Company
Secretary and combined in-depth interviews with each Director and
a questionnaire completed by members of the Board. The results of the
review were considered in detail by the Board, which recognised that
a number of improvements had taken place during the year, while also
noting an appetite for continuing to push the agenda towards more
strategic discussion. The Board agreed a number of actions to be taken
in the coming year.
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 and in each case a number of actions were agreed
to further improve the effectiveness of the relevant committee. Reviews
of the effectiveness of the Nominations Committee and Corporate
Responsibility Committee will be held in the 2013/14 year.
Our CEO reviewed the performance of the CFO and the Chairman
has reviewed the performance of the CEO and each Non-executive
Director. The Non-executive Directors led by the SID have reviewed
the performance of the Chairman. Having completed these evaluations,
the CEO, Chairman, Non-executive Directors and SID have confirmed
that each individual whose performance they have assessed continues
to be effective and committed to their role.
During the year, the Chairman met with the Non-executive Directors,
without the Executive Directors present, to discuss a number of matters.