Tesco has reserved the right to claw back £2.2million of 'golden goodbye' payments to its former chief executive Philip Clarke and finance director Laurie McIlwee in the wake of last year's accounting scandal.
It has also introduced clawback provisions for its executive bonuses and share awards "in the event that results are materially misstated or the participant has contributed to serious reputational damage of the company" as well as in relation to any proven misconduct or fraud in future.
The company's annual report says that "after detailed legal advice and a rigorous review", the board paid legally binding contractual payments to its former top team in February. Mr Clarke received £764,000 , including full £1.1m salary and benefits for four and a half months after stepping down because he "remained with the company and was available to provide support to the business" . Mr McIlwee, who stepped down in April 2014, was paid his £886,000 salary for a further six months, receiving in total £329,000.
Tesco's total shopping bill for last year's executive purge was £8.5m, after also shelling out £3.3m to buy out the rewards at Unilever of incoming chief executive Dave Lewis, and £1.9m to do the same for new finance director Alan Stewart's package at Marks & Spencer. Mr Lewis received a total £4.1m and Mr Stewart £2.3m. The new chief executive's fixed pay for this year will total £1.63m, including pension contribution, while the finance director will receive £998,000.
The report says average employee salaries across the group increased by 1.5 per cent last year while the top executives received no increase and saw their benefits cut by 32 per cent.
The average Tesco employee salary in its worldwide operations last year was just over £17,000.
Mr Clarke, 40 years with Tesco, presided over a 30 per cent crash in the group's shares during his three years at the helm, culminating in the group's overstating of commercial income which inflated reported profits, the sacking of some employees, and a Serious Fraud Office inquiry into the circumstances.
The report says that having taken detailed legal advice, the board determined that there was no basis to withhold directors' termination payments unless gross misconduct could be proved. "Therefore, the payments have been made. However, if new information arises which would change this assessment, we have explicitly reserved the company's rights to pursue recovery of these payments."
Tesco paid £47,000 towards Mr McIlwee's legal costs in relation to his departure and will pay £10,000 (excluding VAT) for Mr Clarke's legal bill as well as £75,000 towards his outplacement costs for a new job.
Mr Clarke's total pension on his departure was worth £13.7m, and Mr McIlwee's £6.6m.
The group's pension deficit rose by 50 per cent to £3.9bn last year and Tesco says it is "consulting with our colleagues to replace our defined benefit pension scheme with a defined contribution scheme".
Deanna Oppenheimer, who took over as chairman of the board's remuneration committee in January, says Tesco's 2014/15 "performance and challenges" were reflected through the remuneration outcome. "As a result, no annual bonus will be paid to either the new or departing executive directors as the committee determined that satisfactory financial performance had not been achieved over the course of the year." The three-year performance share plan for 2012-15 had paid out no awards.
Meanwhile the bonus system has been overhauled to reflect sales (50 per cent), profit (30 per cent) and individual measures. A revised share plan will be based 70 per cent on the group's relative total shareholder return against a group of FTSE-100 consumer and services stocks, and 30 per cent on retail cash generation.
Ms Oppenheimer says the changes will focus the bonus on "fewer, more relevant measures", while the share plan is now aligned with shareholder priorities. Both would have the new clawback provision.
The report says Tesco is cooperating fully with the SFO investigation. "A number of individuals have ceased employment with the group as a consequence of this investigation. The 'pulling forward' of commercial income....was clearly a management failure within the UK division. The fact that it remained undiscovered has been a matter of the deepest concern."
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