Tesco 2013 Annual Report Download - page 63

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59
Tesco PLC Annual Report and Financial Statements 2013
OVERVIEW BUSINESS REVIEW PERFORMANCE REVIEW GOVERNANCE FINANCIAL STATEMENTS
Shareholder voting
Tesco remains committed to ongoing shareholder dialogue and
carefully reviews voting outcomes on remuneration matters. In the
event of a substantial vote against a resolution in relation to Directors’
remuneration, Tesco would seek to understand the reasons for any
such vote, and would detail any actions in response to it in the Directors’
Remuneration Report.
The following table sets out actual voting in respect of our last report
in 2012:
% of votes For Against
2011/12 Directors’ Remuneration
Report (2012 AGM) 96.85% 3.15%
92,278,876 votes were withheld in relation to this resolution
(c.1% of shareholders).
Funding of equity awards
Executive incentive arrangements are funded by a mix of newly issued
shares and shares purchased in the market. Where shares are newly
issued the Company complies with ABI dilution guidelines on their
issue. The current dilution usage of Executive plans is c.4% of shares
in issue. Where shares are purchased in the market, these may be held
by Tesco Employees Share Schemes Trustees Limited, in which case
the voting rights relating to the shares are exercisable by the trustees
in accordance with their fiduciary duties.
Change of control
Long-term incentive awards may vest or become exercisable before
their normal vesting date in the event of a change of control of Tesco
PLC subject to the rules of the applicable plans.
Compliance
In carrying out its duties, the Remuneration Committee gives full
consideration to best practice. The Committee was constituted and
operated throughout the period in accordance with the principles
outlined in the Listing Rules of the Financial Conduct Authority derived
from the UK Corporate Governance Code. The auditors’ report, set
out on page 71, covers the disclosures referred to in this report that
are specified for audit by the Financial Conduct Authority.
The report has been drawn up in accordance with the UK Corporate
Governance Code, Schedule 8 of the Large and Medium-sized
Companies and Groups (Accounts and Reports) Regulations 2008
and the Financial Conduct Authority Listing Rules.
Details of Directors’ emoluments and interests are set out on pages
60 to 66 of this report.
Approved by the Board on 1 May 2013
Stuart Chambers Chairman of the Remuneration Committee