Corporate Governance at Tesco

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Case Details:

Case Code : CGOX011
Case Length : 11 Pages
Period : 2004
Pub Date : 2004
Teaching Note :Not Available
Organization : Tesco
Industry : Retailing
Countries : United Kingdom

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This case study was compiled from published sources, and is intended to be used as a basis for class discussion. It is not intended to illustrate either effective or ineffective handling of a management situation. Nor is it a primary information source.

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Background Note

In 1919, Jack Cohen invested his serviceman's gratuity in a grocery stall in London's East End. He introduced his first private-label product, Tesco Tea, in 1924 - the name was the combination of the initials of his tea supplier (T. E. Stockwell) and the first two letters of Cohen's last name...

The Board of Directors

In 2002, Tesco's Board of directors (Board) consisted of eight executive directors and six independent non-executive directors. Tesco had separated the offices of Chief Executive Officer (CEO) and chairman of the Board to establish clear division of accountability and responsibility to operate effectively.

The Board attempted to ensure that no individual or group dominated the decision-making process. The Board was responsible for approval of financial statements, major acquisitions and disposals, fixing authorization levels for expenditure, treasury policies, risk management, governance policies, succession plans for senior executives and corporate social responsibility (CSR)...

Board Committees

Tesco's Board operated the key governance structures with the help of various committees: Executive committee, Nominations committee, Remuneration committee, Audit committee and Compliance committee...

Compensation of Directors

The remuneration of the independent non-executive directors was determined by the Board as a whole on the recommendation of the executive committee after considering external market research.

Independent non-executive directors had letters of appointment, and their appointment could be terminated by either party without notice.

Each appointment was subjected to review every three years...


Exhibit I: Tesco: Financial Highlights
Exhibit II: Tesco: Board of Directors as on February 2003
Exhibit III: Tesco: Board Committee Membership as on 22 February 2003
Exhibit IV: Tesco: Director's Emoluments
Exhibit V: Tesco: Pension Details of Directors


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