Tesco 2015 Annual Report Download - page 36

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Audit
Committee
Corporate Responsibility
Committee
Nominations
Committee
Remuneration
Committee
Disclosure
Committee*
Tesco PLC Board
The work of the Board is supported by five key Committees: the Audit, Corporate Responsibility, Nominations, Remuneration and
Disclosure Committees.
The role of the Disclosure Committee includes to assist and inform the Board in making decisions concerning the identification of inside
information and make recommendations about how and when the Company should disclose the information in accordance with the Company’s
Disclosure Policy. The Committee meets as necessary to consider all relevant matters relating to inside information. It will in particular meet in
advance of the release of all trading statements and other announcements of inside information to ensure that they are true, accurate and
complete, including a review of the preliminary results announcement and the Annual Report and Financial Statements to consider if they are
fair, balanced and understandable. The Committee met nine times during the year.
The Disclosure Committee’s terms of reference can be found at www.tescoplc.com. The Group Chief Financial Officer (‘CFO’) chairs
the meetings. Other members of the Committee consist of relevant senior management and Group Executive Committee members.
Further details on the other Board Committees can be found on page 37 (Audit); page 40 (Corporate Responsibility); page 41 (Nominations);
and page 46 (Remuneration). These Committees report back to the Board after each meeting.
The Board delegates to the Group Chief Executive (‘CEO’) the responsibility for formulating and, after approval, implementing the Group’s
strategic plan and for management of the day-to-day operations of the Group. The Group Executive Committee, which the CEO chairs,
supports the CEO in carrying out his role. The Group Executive Committee comprises the CEO and CFO and a number of senior executives,
details are set out on pages 30 and 31.
Corporate governance highlights
Board focus during the year
During the year the Board spent its time considering a wide range of matters. These included:
• performance of key businesses and functions in the Group;
• budgets and long term plans for the Group;
• financial statements and announcements;
• cash flow, financing and dividend;
• corporate and social responsibility;
• pensions;
• health and safety;
• shareholder feedback and reports from brokers and analysts;
• risk management and controls in the Group;
• delegated authorities; and
• the commercial income investigation.
The Board also had one offsite meeting dedicated to strategy.
The Directors are responsible for preparing the Annual Report and Financial Statements and consider that, taken as a whole, the Annual
Report and Financial Statements are fair, balanced and understandable and provide the necessary information for shareholders to assess
the Company’s performance, business model and strategy.
Changes to the Board and Board Committees
The Board was pleased to announce the appointment of a new Chairman, two new Executive Directors and three new Non-executive
Directors, who bring a wealth of skills and experience to the Board which are detailed in their biographies on pages 28 to 29. The exact
number of Directors may rise or fall in line with the normal process of Board development and succession planning. To ensure appropriate
balance and succession potential in the Board’s Committees a number of changes have been made. Changes to the Board and Board
Committees are detailed in the following table.
In addition to its regular programme of activities the Board made a number of strategic decisions in the year, which included:
• accelerating strategy to improve competitiveness;
• cutting interim dividend by 75%;
• replacing senior management;
• restructuring of central overheads, simplification of store management structures and the closure of 43 unprofitable stores;
• significant revision of the store building programme;
• reduced capital expenditure budget in 2015/16 to £1 billion;
• disposal of Tesco Broadband and Blinkbox; and
• not to a pay a final dividend in 2014/15.
Our corporate governance framework
* Meets as required
Corporate governance report continued
34 Tesco PLC Annual Report and Financial Statements 2015