Board composition & independence

Board composition and independence
The Board of Tesco PLC currently comprises eight Executive Directors, seven independent Non-executive Directors and David Reid, Non-executive Chairman. Patrick Cescau is Senior Independent Director. The size of the Board is appropriate given the diverse markets the business operates in and the breadth of operations and services offered in each market.

The structure of the Board and the integrity of the individual Directors ensure that no single individual or group dominates the decision making process.

Biographies for the Directors

Election of Directors
All Directors have to submit themselves for re-election at least every three years 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.

The Chairman
Clear divisions of accountability and responsibility exist and operate effectively for the positions of Chairman and Chief Executive. The Chairman has primary responsibility for leading the Board and setting its agenda, while the Chief Executive has executive responsibilities for the operations and results of the Group and making proposals to the Board for the strategic development of the Group.

Senior Independent Director
The Board has appointed one Non-executive Director, Patrick Cescau, to act as Senior Independent Director. The Senior Independent Director is available to shareholders to assist in resolving concerns, should the alternative channels be inappropriate. The Senior Independent Director is also required to lead the discussion in relation to assessing the effectiveness of the Chairman’s performance.

Non-executive Directors
The Non-executive Directors bring a wide range of skills and experience, as well as independent judgement on strategy, risk and performance to the Company. The independence of each Non-executive Director is assessed at least annually. The Combined Code suggests that a Non-executive Director should be independent in character and judgement and be free from relationships or circumstances which are likely to affect, or could appear to affect, the Director’s judgement.