Tesco 2012 Annual Report Download - page 56

The Chairman and CEO
There is a clear and effective division of accountability and responsibility
between the roles of our Chairman and CEO and this is set out in writing.
The Chairman leads the Board, ensuring its effectiveness whilst taking
account of the interests of stakeholders and promoting the highest
standards of corporate governance. The Chairman has regular one-to-
one meetings with the CEO and other members of the executive team
and also has separate group and individual meetings with the Non-
executive Directors.
The CEO has executive responsibility for the day-to-day operations
and performance of the Group, making proposals to the Board for
the strategic development of the Group and ensuring effective
communication to employees and shareholders.
Senior Independent Director
Patrick Cescau was the Senior Independent Director (‘SID’) throughout
the year. Patrick was selected in July 2010 for the role because of his
experience and expertise, both as an Executive and as a Non-executive
Director. Patrick was Group Chief Executive of Unilever from 2005 to
2009. Prior to that he was Chairman of Unilever plc and Vice Chairman
of Unilever NV. He has been a Non-executive Director of Pearson plc
since 2002 and a Director of INSEAD since 2009.
In his role as SID, Patrick Cescau is available to assist in resolving
shareholder concerns should alternative channels be exhausted. The
SID’s role includes responsibility for Chairman appraisal and succession.
Non-executive Directors
Our Non-executive Directors have a wide range of skills and experience.
They provide constructive challenge and help to develop our strategy.
The Non-executive Directors have satisfied themselves with regard to
the integrity of the Group’s financial information, financial controls and
risk management systems.
The independence of each Non-executive Director is assessed annually
and the Board makes a careful assessment of the time commitment
required from the Chairman and Non-executive Directors to discharge
their roles properly.
Our Non-executive Directors are appointed for an initial period of three
years subject to (a) remaining independent; and (b) provision B.7.1 of
the Code, which requires all directors to be re-elected by shareholders
annually. The terms and conditions of appointment of our Non-
executive Directors are available for inspection at the Company’s
registered office. All Directors have access to the services of the
Company Secretary and may take independent professional advice
at the Company’s expense in conducting their duties. The Company
provides insurance cover and indemnities for its Directors and Officers.
Board composition and independence
As at 25 February 2012, the Board of Tesco PLC comprised the Non-
executive Chairman, Sir Richard Broadbent, six Executive Directors
and seven independent Non-executive Directors. Sir Terry Leahy
retired as Group CEO on 2 March 2011 and was replaced by Philip
Clarke. Sir David Reid retired as Chairman on 30 November 2011
and was replaced by Sir Richard Broadbent. David Potts stepped
down as a Tesco PLC Executive Director on 7 December 2011.
The following changes have been announced since the end of the
2011/12 financial year: Deanna Oppenheimer joined the Board as a
Non-executive Director on 1 March 2012 and Richard Brasher stepped
down from the Board of Tesco PLC on 15 March 2012. Andrew
Higginson will retire on 1 September 2012.
Board development is a continuous process, but we believe that the
size and experience of the Board is appropriate given the diverse
markets the Group operates in and the breadth of operations and
services offered by the Group.
Biographies for the Directors can be found on pages 38 and 39 of this
Annual Report.
Changes to the Board since 26 February 2011
Sir Terry Leahy Executive
Director
Retired as CEO on
2 March 2011
Philip Clarke Executive
Director
Appointed CEO on
2 March 2011
Sir David Reid Chairman Retired on 30 November 2011
Sir Richard
Broadbent
Chairman Appointed as a Non-executive
Director on 2 July 2011
and as Chairman on
30 November 2011
David Potts Executive
Director
Stepped down from the
Board on 7 December 2011,
retires on 30 June 2012
Changes to the Board since 25 February 2012
Deanna
Oppenheimer
Non-executive
Director
Appointed to the Board with
effect from 1 March 2012
Richard Brasher Executive
Director
Stepped down from the
Board on 15 March 2012
Andrew Higginson Executive
Director
Retires on 1 September 2012
Election of Directors
The Directors will comply with the requirement in paragraph B.7.1 of
the Code to each submit themselves for re-election every year, if they
wish to continue serving, and are considered by the Board to be eligible.
The Company’s Articles of Association require all new Directors to
be submitted for election by shareholders in their first year following
appointment. Accordingly the whole Board will be proposed for
re-election or election, as the case may be, at this year’s AGM.
Corporate governance
52 Tesco PLC Annual Report and Financial Statements 2012