Tesco 2013 Annual Report Download - page 61

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57
Tesco PLC Annual Report and Financial Statements 2013
OVERVIEW BUSINESS REVIEW PERFORMANCE REVIEW GOVERNANCE FINANCIAL STATEMENTS
There were no increases to the Non-executive Director fee levels in the year. The current Non-executive Director fees are as follows:
Non-executive Director fees
Basic fees £70,000 p.a.
Additional fees:
Senior Independent Director £26,000 p.a.
Chairs of Audit and Remuneration Committees £30,000 p.a.
Membership of Audit, Corporate Responsibility, Nominations and Remuneration Committees £12,000 p.a. for each Committee
Gareth Bullock, Stuart Chambers and Deanna Oppenheimer were appointed to the Board of Tesco Personal Finance Group Limited in July 2012.
They are paid a basic fee of £70,000 p.a. for this role and an additional fee for Committee membership of £12,000 p.a. in line with other members
of the Board of Tesco Personal Finance Group Limited.
• Letters of appointment – Non-executive Directors have letters of appointment setting out their duties and the time commitment expected.
The letters are available to shareholders to view from the Company Secretary upon request.
• Review of performance – The Chairman meets with each Non-executive Director separately to review individual performance.
• Reappointment policy – In line with the UK Corporate Governance Code, all Non-executive Directors will submit themselves for re-election
by shareholders every year at the Annual General Meeting. All Non-executive Director appointments can be terminated by either party
without notice.
• Policy for determining Non-executive Director remuneration – The remuneration of the Non-executive Directors is determined by the Chairman
and the Executive Committee after considering external market research and individual roles and responsibilities.
Chairman fees
The Remuneration Committee determines the Chairman’s remuneration, having regard to time commitment of the role and remuneration
arrangements for Chairmen of other companies of a similar size and complexity.
Sir Richard Broadbent’s fee for his role as Non-executive Chairman is £625,000 p.a. and he has the benefit of a company car and driver. This fee
was set at the time of his appointment and has not been increased since. He does not receive additional committee fees.
Corporate governance
Membership of the
Remuneration Committee
and attendance at meetings
Number of
possible
meetings
Actual
meetings
attended
Stuart Chambers (Committee Chairman) 4 4
Sir Richard Broadbent 1 1
Karen Cook 4 4
Ken Hanna 4 4
Jacqueline Tammenoms Bakker 4 4
•TheCommitteealsoconvenesonanadhocbasisbetweenformalmeetingswhennecessary.
•TheDirectors’biographiescanbefoundonpages24and25ofthisreport.
•NomemberoftheCommitteehasanypersonalfinancialinterestinthemattersbeingdecided,otherthan
as a shareholder, nor any day-to-day involvement in running the business of Tesco.
Role of the Remuneration
Committee
The Committee’s key responsibilities are:
•TodetermineandrecommendtotheBoardtheremunerationpolicyforExecutiveDirectorsandtheChairman.
•Toensurethelevelandstructureofremunerationisdesignedtoattract,retain,andmotivatetheExecutive
Directors needed to run the Company while remaining appropriate in the context of the remuneration
arrangements throughout the Group.
•Toensurethatthestructureofremunerationarrangementsisalignedwiththecreationofsustainablereturns
for shareholders and that the level of reward received by Executives reflects the value delivered for shareholders.
As required by the Financial Conduct Authority (‘FCA’), Tesco Bank has a separate independent remuneration
committee. The Group Remuneration Committee is consulted on, and makes recommendations in relation to
the remuneration arrangements for Tesco Bank colleagues, with the aim of encouraging consistency with Group
remuneration policy, but it does not make decisions in relation to, or direct, how remuneration is managed within
Tesco Bank.