Tesco 2005 Annual Report Download - page 15

Tesco PLC 13
The Chief Executive reviews the performance of each Executive
Director. The Chairman reviews the performance of the Chief
Executive and each Non-executive Director. During the year,
the Chairman meets with the Non-executive Directors without
the Executive Directors present. The Senior Independent Non-
executive Director, Mr R F Chase, met with the Non-executive
Directors in the absence of the Chairman, to assess the
Chairman’s effectiveness.
The Board scheduled nine meetings in this financial year and
ad hoc meetings were convened to deal with urgent matters.
The above table shows the attendance of Directors at regular
Board meetings and of members at the Audit, Nominations
and Remuneration Committees during the year.
Internal control and risk management The Board
has overall responsibility for internal control, including
risk management. We agree appropriate policies that
will safeguard the achievement of the Group’s objectives.
Executive management is responsible for identifying,
evaluating and managing financial and non-financial risks.
It is the Executives’ role to implement and maintain the
control systems across the Group in accordance with the
Board’s policies and in line with best practice identified
in the Turnbull Guidance.
Identifying risks The Board considers and approves the Key
Risk Register and the mitigating actions. In addition, at the
annual two-day Board conference, we also consider where
future opportunities and risks lie, which helps shape our
overall future corporate strategy. The key risks are a regular
feature of the Board’s agenda and further assurance on
implementation comes from the reviews by management
and internal audit, the Compliance Committee, the Corporate
Responsibility Committee and the Finance Committee.
Internal controls and risk management From the Key Risk
Register, we assess the impact and probability of each risk
and the effectiveness of the mitigating controls. Methods for
monitoring each specific risk are then agreed. Accountabilities
for managing these operational risks are clearly assigned to
line management. Risk assessments are carried out routinely
by management throughout the UK and international
businesses. Procedures exist to ensure that significant risks
and control failures are escalated to senior management
and the Board on a timely basis.
We have a five-year rolling business plan that focuses
on delivering the Group’s strategy. Each business unit and
support function derives its objectives from the plan and these
are cascaded to form individual objectives. The plan covers
Board Nominations Remuneration Audit
Members attendance during the year ended 26 February 2005 meetings Committee Committee Committee
No. of meetings held 9155
Non-executive Directors
Mr D E Reid (Chairman) 9 1 N/A N/A
Mr C L Allen 815N/A
Mr R F Chase (Senior Independent) 8155
Mrs K R Cook121N/A2
Mr E M Davies26134
Dr H Einsmann 9 1 4 N/A
Mr K J Hydon 81N/A 5
Ms V Morali 7N/AN/A 3
Mr G F Pimlott 8135
Executive Directors
Sir Terry Leahy 9 1 N/A N/A
Mr R Brasher 8 N/A N/A N/A
Mr P A Clarke 9 N/A N/A N/A
Mr A T Higginson 9 N/A N/A N/A
Mr T J R Mason 9 N/A N/A N/A
Mr D T Potts 8 N/A N/A N/A
Notes:
‘N/A’ indicates the Director is not a member of the Committee. Directors leave the meeting where matters relating to them are being discussed. It is expected
that all Directors attend Board and Committee meetings unless they are prevented from doing so by prior commitments and all Directors attend the AGM.
1. Mrs K R Cook was appointed to the Board on 1 October 2004 and has attended all Board meetings and Audit Committees that have taken place since then.
2. Mr E M Davies joined the Remuneration Committee in October 2004.