Marks and Spencer 2002 Annual Report Download - page 23

Directors’ interests
The beneficial interests of the directors and their families in the shares of the Company are shown below. These
include shares held under the Delayed Profit Sharing Scheme. Options granted under the Save As You Earn (SAYE)
Share Option and Executive Share Option Schemes are shown on page 39. Further information regarding employee
share option schemes is given in note 11D.
Since the end of the financial year, Jack Keenan has sold 4,000 B shares. Paul Myners also held 30,000 shares at
the date of his appointment on 2 April 2002. There have been no other changes in the directors’ interests in shares
or options granted by the Company and its subsidiaries between the end of the financial year and one month prior
to the notice of the Annual General Meeting. The Register of Directors’ Interests (which is open to shareholders’
inspection) contains full details of directors’ shareholdings and options to subscribe for shares. No director had any
interest in any subsidiary at the beginning or end of the year. Ordinary shares at
Ordinary shares1B shares 1 April 2001
at 30 March At 30 March or date of
Shares in the Company – beneficial and family interests 2002 2002 appointment
Luc Vandevelde 654,160 808,080 808,080
Roger Holmes2173,588 3,130 285,456
Alan McWalter 9,714 – 12,000
David Norgrove 19,697 19,849 18,098
Laurel Powers-Freeling 2,639 – –
Alison Reed261,974 4,425 93,841
Brian Baldock 56,584 – 70,000
Tony Ball 1,619 2,000 2,000
Jack Keenan 3,238 4,000 2,000
Kevin Lomax 16,190 20,000 20,000
Dame Stella Rimington 2,791 – 3,344
1The ordinary shares held at 1 April 2001, or date of appointment, are shares in Marks and Spencer p.l.c. Effective from 19 March 2002,
the Company acquired 100% of the issued share capital of Marks and Spencer p.l.c. following implementation of a Scheme of
Arrangement under section 425 of the Companies Act 1985. This scheme involved the issue of 17 ordinary shares and 21 redeemable
B shares by the Company for every 21 ordinary shares held by the shareholders of Marks and Spencer p.l.c. The effect of this scheme
is reflected in the directors’ interests shown above.
2In accordance with the Scheme of Arrangement described above, ordinary shares held in Restricted Share Plans were replaced by
new ordinary shares and B shares. The Remuneration Committee decided that, upon the Scheme becoming effective, the restrictions
applicable to the B shares and the new ordinary shares would cease to apply. As a result, Roger Holmes and Alison Reed have incurred
an income tax liability on these shares. In order to meet this tax liability they sold 57,494 and 14,704 ordinary shares respectively, at a
price of 389p and redeemed 282,326 and 80,000 B shares respectively at a price of 70p each. The participants in the Restricted Share
Plans have entered into an agreement with the Company that, in the event that they cease to be employed in circumstances where, but
for the Scheme, their shares would have been forfeited, they will pay the Company an amount equal to the market value of the shares
on the date of release (less the tax payable on release).
www.marksandspencer.com 21
Directors’ responsibilities for preparing the financial statements
The directors are obliged under company law to prepare financial statements for each financial year and to
present them annually to the Company’s members in Annual General Meeting.
The financial statements, of which the form and content is prescribed by the Companies Act 1985 and applicable
accounting standards, must give a true and fair view of the state of affairs of the Company and the Group at the end
of the financial year, and of the profit for that period.
The directors are also responsible for the adoption of suitable accounting policies and their consistent use in the
financial statements, supported where necessary by reasonable and prudent judgements.
The directors confirm that the above requirements have been complied with in the financial statements.
In addition, the directors are responsible for maintaining adequate accounting records and sufficient internal
controls to safeguard the assets of the Group and to prevent and detect fraud or any other irregularities, as described
more fully on pages 11 to 13.
Directors’ responsibilities