Functions, Composition, and Governance: Tesco's Remuneration Committee

This report outlines the functions and composition of the Remuneration Committee at Tesco. According to Appiah & Chizema (2015), the committee's primary role is to advise and assist in developing a transparent and fair remuneration procedure for senior and Board management. The committee comprises at least three non-executive directors, with a majority acting independently, and management members are excluded. The committee meets at least annually to fulfill its role, which includes recommending remuneration policies to the Board, reviewing and approving remuneration proposals related to corporate objectives, reviewing compensation for senior management and executive directors, ensuring compliance with contractual terms during director removal, and preventing directors from deciding their own remuneration. The report references Agyemang-Mintah (2019) and Appiah & Chizema (2015) to support its analysis.

Running Head: ASSIGNMENT
ASSIGNMENT

2ASSIGNMENT
Functions and composition of the remuneration committee
According to Appiah & Chizema (2015), the major role of the Remuneration
Committee is to advise and assist in administering and developing a transparent and fair
procedure in Tesco. This includes the matters which relate to the remuneration of the senior
and Board management. The committee is composed of at least three members and is solely
comprised of non-executive directors (Agyemang-Mintah, 2019). The majority of the
members act independently non-executive directors including Chairman of the Committee.
Also, the members of management are not appointed as the members of the committee. The
committee members meet at least once a year or as required to fulfil their role. The main
functions of the Remuneration Committee are as follows:
 Recommend to the Board over the matter of the Tesco's policy and structure for all
senior management and directors remuneration.
 Review and approve the remuneration proposal of management concerning Board
corporate objectives and goals (Agyemang-Mintah, 2019).
 To review the compensation payable to senior management and executive directors in
every situation.
 To review arrangement relating to the removal or dismissal of directors for any
misconduct and ensure they are abiding the contractual terms of Tesco (Appiah &
Chizema, 2015).
 To ensure that directors or any of their associates are not involved in deciding their
own remuneration.

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References
Agyemang-Mintah, P. (2019). Remuneration committee governance and firm performance in
UK financial firms. Innovations, 13(1-1), 176-190.
Appiah, K. O., & Chizema, A. (2015). Remuneration committee and corporate
failure. Corporate Governance, 15(5), 623-640.