Tesco Regulatory News (TSCO)

Tesco Chair John Allan stepping down

Tesco announces today that John Allan will be stepping down from his role as Chair of the Board and a Director of Tesco PLC, at Tesco's AGM on 16 June 2023.

John was appointed in 2015 and his tenure as Chair was due to end shortly. A succession planning process had already been initiated over recent months and is expected to conclude in the near future. 

In recent weeks, four allegations have been made in the media in relation to John's personal conduct. Three of these allegations are vigorously denied by John, for the other John unreservedly apologised for the comment he made. 

One of the allegations related to the Tesco AGM in 2022. In response, Tesco immediately instigated an extensive review of the allegation. This has involved an internal communication to colleagues inviting them to come forward if they had concerns regarding any conduct issues and specifically at the Tesco 2022 AGM. Tesco attendees at the meeting have been further contacted, including colleagues who have since left the Company. Available video footage of the meeting has been reviewed, as have internal complaints records, including from the Company's confidential whistleblowing service. 

The scope of the review has been considered by external legal counsel, who advised that the steps were reasonable and appropriate in the circumstances. 

This review has not identified any evidence or complaints in relation to John at the Tesco 2022 AGM or at all in his tenure as Tesco Chair. 

Byron Grote said: 

"John has made a valuable contribution to Tesco during his 8 years as Chair. He has successfully led the Board through the turnaround and Covid whilst helping to rebuild the business. While we have received no complaints about John's conduct and made no findings of wrongdoing, these allegations risk becoming a distraction to Tesco. On behalf of the Board, I thank him for his substantial contribution to the business. We are well advanced in our search for a new Chair and will make an announcement in due course." 

Pending the appointment of a new permanent Chair, the Board has confirmed the appointment of Byron Grote as Interim Chair. He is currently the Senior Independent Director (SID) and Chair of the Audit Committee and will be replaced in these positions by Stewart Gilliland as SID and Karen Whitworth as Chair of the Audit Committee. These appointments are effective from 16 June 2023 and on the appointment of the new permanent Chair, each of them will revert to their prior Board position. Byron Grote will chair the Tesco 2023 AGM.

Stewart Gilliland will now lead the process to appoint a permanent Chair and a further announcement will be made in due course.

As the Company's Notice of Annual General Meeting 2023 (the Notice) has already been issued, the Company confirms that the resolution to re-elect John Allan as a Director of the Company (Resolution 5 of the Notice) is now withdrawn. The withdrawal of Resolution 5 does not otherwise affect the validity of the Notice, the proxy form or any proxy votes already submitted on other resolutions. The numbering of all other proposed resolutions at the Annual General Meeting will remain unchanged. Any votes already cast in relation to Resolution 5 are of no effect. 

Contacts:

Media: Christine Heffernan 0330 6780 639