英语论文网

listed on the Main Market of the London Stock Exchange are required under the Listing Rules to report on how they have applied the Combined Code in their annual report and accounts. Overseas companies listed on the Main Market are required to disclose the significant ways in which their corporate governance practices differ from those set out in the Code.

The Combined Code contains broad principles and more specific provisions. Listed companies are required to report on how they have applied the main principles of the Code, and either to confirm that they have complied with the Code's provisions or - where they have not - to provide an explanation.

The combined code on corporate governance will be the benchmark against which an analysis of corporate governance at Tesco will be made. Any areas of the code which have not been followed or where the company has tried to manipulate it will be looked at in detail and conclusions drawn out.

5.0 Analysis of Tesco's Governance system

5.1 Directors

5.1.1 The board

As at 28 February 2009, the Board of Tesco PLC comprised eight Executive Directors, seven independent Non-executive Directors and David Reid, Non-executive Chairman. The Company's Articles of Association require all new Directors to be submitted for election by shareholders in their first year following appointment. The Board has appointed one Non-executive Director, Rodney Chase, 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. 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 board is the link between the shareholders of the firm and the managers entrusted with undertaking the day to day operations of the organisation. (Stiles P, Bernard T,2001)

Tesco's board is well balanced in terms of the ratio of executive and non-executive directors. The Combined code states that at least half of a company's board should be made up of non executive directors, in order to ensure that the executive directors are working in the best interest of the shareholders. From the information obtained from Tesco's reports, this code seems to have been satisfied, and therefore, the conclusion on the board's composition is fully satisfied and I would infer that the company has satisfied this code fully.

5.1.2 The chairman and chief-executive.

No single person should be the chairman as well as the chief executive officer of a company. This is one of the most important codes brought about by the Cadbury recommendations. A major cause of the many failures in the financial world is due to the fact that there was no dissolution of power between the chairman and chief executive. Very often, the same person was responsible for both, resul本论文由英语论文网提供整理，提供论文代写，英语论文代写，代写论文，代写英语论文，代写留学生论文，代写英文论文，留学生论文代写相关核心关键词搜索。