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vate meetings with the external auditors and Head of Internal Audit. During the year the Committee received presentations on whistle-blowing, IT security, fraud, bribery and corruption, business continuity and updates from business units. Each year the Committee conducts a review of its own effectiveness and its Terms of Reference.

Whether the participation of the executive directors has any significant impact on the ability of the audit committee to act in an independent manner is difficult to determine, but it will affect the dynamics of the audit committee meetings and does create a potential constraint on action... a requirement that audit committee members all be independent non-executives does not in itself guarantee audit committee actions will be independent of executive influence. (Zahman.M, Turley.S, 2003)

5.3.4 The Executive Committee

The Board delegates responsibility for formulating and implementing the Group's strategic plan and for management of the Group to the Executive Committee, which comprises the eight Executive Directors and is chaired by the Chief Executive. The Committee, which is not a statutory committee, has authority for decision-making in all areas except those set out in the Schedule of Matters Reserved for Board Decision and meets formally every week. A number of senior executives also attend the Committee and their valuable operational experience helps broaden the debate. Their attendance facilitates the communication of the Committee's decisions to the rest of the Group. The Company Secretary attends in his capacity as Secretary of the Committee.

The Executive Committee is responsible for implementing Group strategy and policy and for monitoring the performance and compliance of the business, drawing on the work of relevant committees, and reporting on these matters in full to the Board.

The Executive Committee has set up further non-statutory committees - including the Finance, Compliance and Corporate Responsibility Committees - and operational groups which have responsibility for implementing the key elements of the Group's strategic plan and managing its UK and international operations, joint ventures, property acquisitions, finance, funding and people matters.

These committees and groups have as members an appropriate mixture of Executive Directors and senior management from relevant functions.

The crucial point here is the effectiveness of the board in reviewing the work of the executive committee. Non executive directors need to be completely independent to ensure that they are seen to be taking the right actions and decisions in the interests of the external stakeholders. Based on the report from the company, it seems that procedures are being followed to meet this particular important criteria.

5.3.5 Tesco's procedures to deal with directors' conflicts of interests

The Company has procedures in place to deal with the situation where a Director has a conflict of interest. The procedures have been revised in accordance with the new provisions set out in Companies Act 2006.

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