Tesco 2014 Annual Report Download - page 33

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In this section
This Corporate Governance Report is intended to provide
shareholders with a clear and comprehensive view of the
Group’s governance arrangements and how they have
operated over the past year.
This year, to improve transparency, we have structured the report
as follows:
p30 Introduction from the Chairman
p31 Our corporate governance framework
p31 Corporate governance highlights
p33 Audit Committee Report
p37 Corporate Responsibility Committee Report
p38 Nominations Committee Report
p39 Compliance with the UK Corporate Governance Code
Introduction from the Chairman
This section of our Report sets out how we manage Tesco to ensure
as far as possible that the values you would expect us to operate by
are in place and adhered to, that commercial and operational risks
are identified and controlled, that we have strategies and plans in
place to optimise shareholder value over an appropriate time period
and that a proper system of checks and balances is in place without
inhibiting the efficient running of the Company.
Our approach to governance remains unchanged. It begins with
the recognition that governance is not simply a set of rules but the
framework supporting core values which define what is and what is
not acceptable. It is an expression of the way we want to conduct
ourselves which informs actions and decisions whether or not there
is a specific rule for the situation, and which supports the culture
and behaviours that we wish to foster.
I remarked last year that the governance framework, and perhaps
more importantly the corporate culture and human relationships
that underpin all governance frameworks, are operating as we
hoped and that we felt that further material changes were unlikely.
I am glad to confirm this assessment and consequently there are
few new developments to report as the changes I reported on this
time last year have settled in and the Board has focused on its task
of balancing the short-term competitive and economic pressures
with the need to invest to ensure the business is a leader in the
world of multichannel retailing.
Sir Richard Broadbent
Chairman
The Board itself has evolved substantially over the past two years
from its historical structure of broadly balanced Executive and
Non-executive representation to its current shape of the Chief
Executive and Chief Financial Officer being the only Executive
members of the Board. It is important to view these changes in the
context of management development generally and in particular
the development of a strong Executive Committee under Philip
Clarke, the individual members of which generally attend Board
discussions of matters reflecting their responsibilities. This allows
the Board to operate as a smaller group, supporting real, robust
and penetrating debate while ensuring continued contact with a
range of senior business executives.
Board structure is not set in stone. At any point in time it must
reflect the requirements and state of development of the business
in order to be effective. The Tesco Board will continue to evolve to
best match the needs of the business.
Sir Richard Broadbent
Chairman
30 Tesco PLC Annual Report and Financial Statements 2014
Corporate governance report