Tesco 2003 Annual Report Download - page 17

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TESCO PLC 15
If the termination occurs within two years of retirement,
the termination payment would be reduced accordingly.
In the event of a change of control, an Executive Director
may terminate the service agreement by providing at least
30 days’ notice within three months of such change of control,
and in so doing, the company will pay a termination payment
as outlined above.
The Committee has agreed that in future, new
appointments of Executive Directors will normally be based
on a notice period of 12 months. The Committee reserves the
right to vary this period for the initial period of appointment.
NON-EXECUTIVE DIRECTORS The remuneration of the
Non-executive Directors is determined by the Board as a
whole on the recommendation of the Executive Committee
after considering external market research.
Non-executive Directors have letters of appointment,
and their appointment can be terminated by either party
without notice. Each appointment is subject to review every
three years. Non-executive Directors receive a basic fee
plus an additional sum in respect of committee membership.
To reflect their additional responsibilities, supplementary fees
are also paid to Non-executives who chair committees and
to the senior Non-executive Director. Mr J A Gardiner has
the benefit of the use of a company car.
PERFORMANCE GRAPH The Group’s total shareholder
return performance (i.e. share price movements plus dividends
reinvested) over the last five financial years relative to the
FTSE 100 index of companies is set out below.This index
has been selected to provide an established and broad-based
comparator group of retail and non-retail companies of
similar scale to Tesco, against which the Group’s TSR
performance can be measured.
Tables 1 to 6 are audited information.
TABLE 1 Directors’ emoluments
Fixed emoluments Performance-related emoluments Total Total
Salary Benefits Profit-sharing Short-term Long-term 2003 2002
£000 £000 £000 £000 £000 £000 £000
Mr J A Gardiner 366 61 –––427 347
Sir Terry Leahy 916 65 8 1,002 847 2,838 2,457
Mr D E Reid (a) 694 79 8 755 1,074 2,610 1,990
Mr R S Ager 445 35 8 486 451 1,425 1,285
Mr C L Allen 41 ––––41 45
Mr R F Chase (b) 28 ––––28 –
Mr P A Clarke 478 59 8 535 351 1,431 1,141
Dr H Einsmann 36 ––––36 33
Mr J Gildersleeve 592 90 8 645 593 1,928 1,737
Mr A T Higginson 507 52 8 558 388 1,513 1,308
Mr T J R Mason 507 11 8 558 477 1,561 1,370
Mr J W Melbourn (c) 14 ––––14 45
Mrs V Morali 36 ––––36 33
Mr G F Pimlott 59 ––––59 58
Mr D T Potts 478 33 8 535 388 1,442 1,150
5,197 485 64 5,074 4,569 15,389 12,999
(a)
Mr D E Reid’s long-term bonus includes an amount of £400,000 in respect of overseas business growth which has been sacrificed in return for pension augmentation.
(b) Appointed during the year.
(c) Former Director.
The performance criteria set out on pages 13 and 14 is audited information.