Tesco 2013 Annual Report Download - page 32

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28 Tesco PLC Annual Report and Financial Statements 2013
Corporate governance
Introduction from the Chairman
This section of our report sets out how we manage Tesco to ensure
as far as possible that the values you would expect us to operate by
are in place and adhered to, that commercial and operational risks
are identified and controlled, that we have strategies and plans in place
to optimise shareholder value over an appropriate time period and that
a proper system of checks and balances is in place without inhibiting
the efficient running of the Company.
Our approach to governance remains unchanged from last year.
It begins with the recognition that it is not a set of rules but the framework
supporting the core values which defines what is and what is not
acceptable. It is an expression of the way we want to conduct ourselves
which informs actions and decisions whether or not there is a specific
rule for the situation, and which supports the culture and behaviours
that we wish to foster.
The main governance challenges of the past year have been:
• to bed in the substantially new governance framework we put
in place in February 2012;
• to manage a significant transition in balance and size of the Board,
increasing its Non-executive representation relative to Executive
within an absolutely smaller Board; and
• to judge and oversee the execution of a number of significant
business initiatives.
The governance framework, and perhaps more importantly the
corporate culture and human relationships that underpin all governance
frameworks, are operating as we hoped and we do not judge that any
further material changes are needed.
The Board now comprises ten Directors, seven of whom (excluding
the Chairman) are Non-executive. This change in both size and balance
is supporting the Board to bring a substantial focus on strategic and
longer-term issues. We do not anticipate further substantial changes
in size in the foreseeable future although the exact number of Directors
may rise or fall slightly in line with the normal process of Board
development and succession planning.
Sir Richard Broadbent Chairman
Sir Richard Broadbent Chairman
In this section
28 Introduction from the Chairman
29 Compliance with the UK Corporate Governance Code
The Board
29 Role and responsibilities of the Board
30 Governance structures
31 Board roles
31 Board composition and independence
32 Conflicts of interest
32 Appointments and succession
32 Board induction
32 Information and support
32 Training and development
33 Board attendance
33 Board evaluation
Committee information
34 Audit Committee
36 Corporate Responsibility Committee
37 Nominations Committee
Risk management and internal controls
38 Effectiveness of risk management and internal controls
38 Risk management
38 Principal risks and uncertainties
42 Financial risks review
42 Internal controls
43 Internal Audit
43 External Audit
Engagement
43 Engagement