Tesco 2015 Annual Report Download - page 62

The Committee
Membership of the Remuneration Committee and attendance at meetings
Number of possible meetings Actual meetings attended
Deanna Oppenheimer (Committee Chair) 5 5
Stuart Chambers 5 5
Sir Richard Broadbent 5 5
Ken Hanna 5 4
Mikael Olsson 2 2
Jacqueline Tammenoms Bakker 5 5
Deanna Oppenheimer took over from Stuart Chambers as Chair of the Committee with effect from 1 January 2015. Mikael Olsson joined
the Committee with effect from 2 December 2014. John Allan joined the Committee with effect from 20 April 2015. Stuart Chambers and
Ken Hanna will step down from the Board at the AGM on 26 June 2015.
The Committee also convenes on an ad hoc basis between formal meetings when necessary. The Directors’ biographies can be found
on pages 28 and 29 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, Executive Committee members and the Chairman;
• To ensure the level and structure of remuneration is designed to attract, retain and motivate the Executive Directors and Executive
Committee members 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; and
• To monitor the level and structure of remuneration of senior management below the Executive Committee.
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.
The Committee’s terms of reference can be viewed at www.tescoplc.com.
Remuneration Committee activities 2014/15
The following provides a summary of the key areas of focus at each of the Committee’s meetings during the year and shortly following
the end of the financial year:
April 2014 July 2014 Sept 2014 Dec 2014 Feb 2015 April 2015
(following the
year-end)
Strategy and policy Review of market trends
Consideration of remuneration strategy and policy
Discussion about approach to DRR/review of DRR
Approval of DRR
Review of shareholder feedback and votes from the AGM
Salary review Review of salaries for Executive Directors and Executive Committee
Annual bonus Review of performance
Determination of bonus outcome
Consideration of measures and targets
Setting of measures and targets
PSP Review of performance
Determination of vesting levels
Consideration of measures and targets
Setting of measures and targets
Other Report from Tesco Bank Remuneration Committee
Review of reward below Board
Review of pension benefits
Committee effectiveness review and review of Terms of Reference
Other issues as required
60 Tesco PLC Annual Report and Financial Statements 2015
Directors’ remuneration report continued
Annual remuneration report