Tesco 2014 Annual Report Download - page 35

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The results of the review were considered by the Board,
which agreed that the Board had continued to develop and
mature and had performed well against the criteria defined in
2012. Some examples of the themes and agreed actions from
the 2013/2014 evaluation are summarised below:
Themes Agreed actions
Management information and analysis Certain improvements in the
composition, timing and analytic
commentary on business and competitor
information would be implemented.
Arrangements for briefing Directors
on commercial business initiatives would
be enhanced.
Board meetings, agendas and
time allocation
The Board programme would be
re-structured to add one additional
meeting to ensure adequate time and
focus of discussion.
Sustaining contact with the business The Non-executive Directors would have
additional opportunities to spend time in
different business units and have
increased contact with senior
management.
A ‘re-induction’ programme would be
organised for those Directors appointed
more than three years ago.
Board meetings
Last year the Board moved to a pattern of six formal meetings
annually, plus a strategy meeting and ad hoc meetings were
also arranged to deal with matters between scheduled meetings
as appropriate. Board meetings were preceded by a day of
Committee meetings and by a dinner the previous evening.
Board meetings themselves lasted the majority of the day in
most cases. This pattern of meetings was intended to support the
Board’s focus on strategic and long-term matters, while ensuring it
could discharge its monitoring and oversight role effectively through
intensive high-quality discussions and high-quality information
flows. The effectiveness of this approach was reviewed at the end
of last year and the Board will plan to have seven formal meetings
annually henceforth.
Board attendance
Number of possible
meetings attended
Actual meetings
attended
Non-executive Directors
Sir Richard Broadbent (Chairman) 6 6
Mark Armour†3 3
Gareth Bullock 6 6
Patrick Cescau 6 6
Stuart Chambers 6 6
Olivia Garfield 6 6
Ken Hanna 6 6
Deanna Oppenheimer 6 5
Jacqueline Tammenoms Bakker 6 6
Executive Directors
Philip Clarke 6 6
Laurie McIlwee 6 6
† Appointed to the Board 2 September 2013
Changes to the Board Committees
To ensure appropriate balance and succession potential in the
Board’s Committees, a number of changes have been made as
detailed in the table below:
Changes to the Board Committees since 23 February 2013
Mark Armour Audit Committee Appointed as a member with
effect from 2 October 2013
Olivia Garfield Audit Committee Appointed as a member with
effect from 1 April 2014
Jacqueline
Tammenoms Bakker
Corporate Responsibility
Committee
Appointed as chair with effect
from 1 March 2014
Deanna
Oppenheimer
Remuneration
Committee
Appointed as a member with
effect from 1 March 2014
Length of service and independence of
Non-executive Directors
The length of service and independence of each Non-executive
Director is shown below:
Length of service and independence of each Non-executive Director
Non-executive
Director
Date of
appointment
Full years in post
at 2014 AGM
Considered to be
independent by the Board
Sir Richard
Broadbent
2 July 2011 3 *
Mark Armour 2 September 2013 –⎷
Jacqueline
Tammenoms Bakker
1 January 2009 5 ⎷
Patrick Cescau 1 February 2009 5 ⎷
Ken Hanna 1 April 2009 5 ⎷
Gareth Bullock 3 July 2010 4 ⎷
Stuart Chambers 3 July 2010 4 ⎷
Deanna
Oppenheimer
1 March 2012 2 ⎷
Olivia Garfield 1 April 2013 1 ⎷
* Considered independent upon appointment
Board evaluation
This year the Board evaluation was conducted internally and
led by the Chairman with the support of the Company Secretary.
The Senior Independent Director (‘SID’) led the review of the
Chairman’s performance. The evaluation combined the use of a
questionnaire completed by each Board member and in-depth
interviews with each of the Directors. The scope of the review
covered 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.
In accordance with the provisions of the Code, the Board last
conducted an externally facilitated Board evaluation in 2011/2012,
which was facilitated by Egon Zehnder. The intention is to continue
with the three-year cycle whereby the Board will conduct an
externally led review in one year, followed by internally led reviews
in the subsequent two years, one led by the SID and one led by
the Chairman.
32 Tesco PLC Annual Report and Financial Statements 2014
Corporate governance report continued