Tesco 2012 Annual Report Download - page 67

The areas covered by the Code include:
The way we trade
 Competition
 Trade restrictions and sanctions
 Relationships with commercial suppliers
Personal and business integrity
 Fraud, bribery and corruption
 Conflicts of interest
 Insider dealing and market abuse
 Gifts and improper payments
 Political activity
The resources of the Company and our customer
 Intellectual Property
 Responsible use of Company IT
 Confidential Information and data protection
 Accurate accounting and money laundering
Our people
 Equal opportunities
 Unacceptable behaviours
Relations with stakeholders
We are committed to having a constructive dialogue with stakeholders
to ensure that we understand what is important to them and allow
ourselves the opportunity to present our position. Every year we
carry out a survey of a cross section of shareholders in order to assess
shareholder perceptions of the Company. The results of this survey
are reviewed by the Board. Engagement helps us identify new risks
and opportunities to ensure that our long-term strategy is sustainable.
In some instances we find that working with stakeholders in partnership
can help deliver shared goals. We might not be able to satisfy all
stakeholder concerns all the time but through engagement we can
do our best to balance competing demands. We know that customers
need to be able to trust our business and they will only trust us if
they believe that we are engaging on an appropriate basis with
our stakeholders.
We engage regularly with our employees to invite them to give us their
thoughts on how the business is run and how they feel about working
for Tesco. We also engage with unions in the UK and our other markets
to discuss employee matters and business developments.
Our programme of engaging with stakeholders including customers,
staff, suppliers, investors, government, regulators, non-governmental
organisations and others, is set out in more detail in our Corporate
Responsibility Review 2012 and on our website.
Shareholder engagement
We maintain a dialogue with shareholders through organising meetings
and presentations as well as responding to a wide range of enquiries.
We seek shareholder views on a range of issues from strategy to
corporate governance and SEE issues. We recognise the importance of
communicating appropriately any significant Company developments.
During the year, our CEO and Finance Director met with a number of
our leading shareholders to discuss issues relating to the performance
of the Group and its strategy, as well as new developments within
the business. Our outgoing and incoming Chairmen also met with a
number of our leading shareholders to discuss the Group’s strategy
and a range of governance matters.
In addition to this, our Investor Relations team engages with
shareholders on a regular basis and on a wide range of issues.
Our Corporate and Legal Affairs Director, Lucy Neville-Rolfe, leads
the Company’s contact with socially responsible investors and has
regular meetings, on both a one-to-one and group basis, to discuss
the work the Group is doing on corporate responsibility and
governance-related issues.
An Investor Relations report is produced for the Board biannually.
This report summarises feedback from shareholders, particularly
in terms of our management and strategy, and ensures the Board
has a balanced perspective on the views of our major shareholders.
It is normal that institutional shareholders may be in more regular
contact with the Group than other shareholders, but care is
exercised to ensure that any price-sensitive information is released
to all shareholders, institutions and private, at the same time in
accordance with applicable legal and regulatory requirements.
All major presentations to institutional shareholders are made
available to private shareholders through the Tesco PLC website.
Every shareholder may choose to receive a full Annual Report and
Financial Statements or the Annual Review and Summary Financial
Statements, either in paper or electronic form. These reports, together
with publicly made trading statements, are available on the Group’s
website, www.tescoplc.com.
The Tesco PLC AGM
The Annual General Meeting offers the opportunity for the Board,
including the Chairmen of the Audit, Corporate Responsibility,
Remuneration and Nominations Committees, to communicate the
Company’s progress directly to shareholders. Our last Annual General
Meeting in July 2011 was held in Nottingham. The 2012 AGM will be
held in Cardiff at 11am on Friday 29 June. The choice of location is
based on our policy of widening the opportunity for our shareholders to
attend the AGM, by moving to different locations in the UK each year.
The whole Board attends the AGM and is available to answer questions
from shareholders present. To encourage shareholder participation,
we offer electronic proxy voting and voting through the CREST
electronic proxy appointment service. At our Annual General Meeting,
all resolutions are proposed and voted upon individually by the
shareholders or their proxies. All votes taken during the AGM are
by way of electronic poll. This follows best practice guidelines and
allows the Company to count all votes, not just those of shareholders
attending the meeting. The Chairman announces the provisional
voting results at the meeting, and the final results are announced
the same day through the Regulatory News Services and the
Tesco PLC website.
By Order of the Board
Jonathan Lloyd
Company Secretary
4 May 2012
Tesco PLC
Registered Number: 445790 Registered in England and Wales
Registered Office: Tesco House, Delamare Road, Cheshunt,
Hertfordshire EN8 9SL
VAT Registration Number: GB 220 4302 31
Tesco PLC Annual Report and Financial Statements 2012 63
STRATEGIC REVIEW PERFORMANCE REVIEW GOVERNANCE FINANCIAL STATEMENTSOVERVIEW
General information Directors’ remuneration reportBoard of Directors Principal risks and uncertainties Corporate governance