Board, Board Committees and Executive Committee
Board Committees
The Board is supported by the activities of each of the Board Committees which ensure the right level of attention and consideration are given to specific matters. Matters considered by each of the Committees are set out in the Committee terms of reference.
Audit Committee
Members
Karen Whitworth (Chair), Caroline Silver, Melissa Bethell, Carolyn Fairbairn and Chris Kennedy
Role
The Audit Committee supports the Board in fulfilling its responsibilities regarding financial reporting, the effectiveness of risk management and internal controls processes and compliance matters. More detailed information on the work of the Audit Committee is set out in the annual report.
Sustainability Committee
Members
Stewart Gilliland (Chair), Bertrand Bodson, Carolyn Fairbairn, Karen Whitworth and Thierry Garnier
Role
The Sustainability Committee provides oversight and advice to the Board on the Group's sustainability initiatives to support the delivery of the Group's purpose and strategic priorities. More detailed information on the work of the Sustainability Committee is set out in the annual report.
Nominations and Governance Committee
Members
Gerry Murphy (Chair), Bertrand Bodson, Melissa Bethell, Carolyn Fairbairn, Thierry Garnier, Stewart Gilliland, Caroline Silver, Karen Whitworth and Chris Kennedy
Role
The Nominations and Governance Committee regularly reviews the structure, size and composition of the Board and its Committees to ensure they continue to provide informed and constructive support and challenge to the management team. The Committee is responsible for identifying and reviewing suitable candidates through a formal and transparent process, ensuring that plans are in place for orderly succession to the Board. It also oversees the development of a diverse pipeline for succession to senior management roles. More detailed information on the work of the Nominations and Governance Committee is set out in the annual report.
Remuneration Committee
Members
Melissa Bethell (Chair), Carolyn Fairbairn, Stewart Gilliland and Karen Whitworth
Role
The Remuneration Committee determines the remuneration policy and packages for Executive Directors and senior managers. This involves having regard to workforce remuneration and alignment with strategy and culture, so that Tesco is able to recruit, retain and motivate its executives. More detailed information on the work of the Remuneration Committee is set out in the annual report.
Our Executive Directors' pay continues to be implemented in accordance with the Remuneration Policy approved by the shareholders at the 2022 AGM.