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MARKS AND SPENCER GROUP PLC 13
areas such as product safety, sustainable raw materials, animal welfare, ethical trading, employment policy, health and safety and
community programmes. We are pleased that we continue to gain recognition for our CSR performance, including being named as
Business in the Community’s (BitC) 2004 Company of the Year. Further information is given on page 16 of the Annual Review and our
CSR report is available on the Company’s website.
The following table sets out the number of meetings of the Board and its committees during the year and individual attendance by Board
members at those meetings:
Group Audit Remuneration Nomination CSR
Board Committee Committee Committee Committee
Meetings held during the year11549102
Paul Myners, Chairman215 2 – 10 2
Stuart Rose, Chief Executive (appointed 31 May 2004) 12 – – – –
Executive directors
Maurice Helfgott (retired 9 November 2004) 10 – – – –
Mark McKeon (appointed 5 April 2004; retired 9 November 2004) 10 – – – 1
Laurel Powers-Freeling (retired 9 November 2004) 10 – – – –
Vittorio Radice (retired 11 June 2004) 4 – – – –
Alison Reed (retired 30 April 2005) 15 – – – 2
Charles Wilson (appointed 31 May 2004) 12 – – – –
Non-executive directors
Brian Baldock (retired 14 July 2004) 8 2 4 4 –
Anthony Habgood (appointed 15 July 2004) 5 1 5 5 –
Steven Holliday (appointed 15 July 2004) 5 1 5 5 –
Jack Keenan 15 4 9 8 2
Kevin Lomax313459–
Dame Stella Rimington (retired 14 July 2004) 8 2 4 4 –
1These figures include a number of meetings held by the Board and its remuneration and nomination committees at short notice to deal with potential bid activity
and senior management changes throughout the year. Members of the Board and respective committees attended the majority of these meetings in person or by
telephone. Occasionally the short notice of such meetings prevented attendance when other fixed commitments had been made.
2Paul Myners retired from the Audit Committee on his appointment as Chairman on 31 May 2004.
3Kevin Lomax was appointed to the Remuneration Committee on 15 July 2004.
Luc Vandevelde attended the two Board meetings and one Nomination Committee, and Roger Holmes attended the two Board meetings, held before they both
retired from the Board on 31 May 2004. Barbara Cassani retired on 30 April 2004 and did not attend any of the above meetings. Ian Dyson is being appointed to
the Board on 27 June 2005. Lord Burns is being appointed to the Board on 1 October 2005.
Performance evaluation
Collective performance: Board and Committees
The nomination committee, through the Chairman, agreed our approach to reviewing the collective performance of the Board and its
committees, together with individual contributions, through a combination of questionnaire and individual feedback.
The Chairman issued a detailed questionnaire to all directors in March 2005 with specific questions grouped into areas headed
‘processes’, ‘roles and responsibilities’ and ‘committee and individual contributions’. Appreciating that time together as a new Board was
relatively short and that the reconstitution of the Board was not yet complete, it was still felt that a rigorous review would be valuable.
Directors were invited to focus specifically on areas requiring priority action and to give honest and constructive suggestions/comments
so that the Board could review its performance in a thorough and thoughtful manner.
The process was extended further this year to include external advice and support together with individual discussions with the Head of
Senior Succession and Board Performance allowing greater opportunity to explore issues on an individual basis. An executive summary
focusing on the key themes that emerge will be distributed to directors. The Chairman will lead a Board discussion based on the results of
the evaluation and use the process to improve constructively the effectiveness of the Board by maximising the strengths and tackling any
issues of concern.
Individual performance
The executive directors continue to have their performance individually reviewed by the Chief Executive against set objectives.
Remuneration and bonus is directly linked to these reviews and determined by the remuneration committee. Similarly, the Chief Executive
and Group Secretary’s performance is reviewed by the Chairman. The performance of the non-executive directors is reviewed individually
by the Chairman and that of the Chairman by the non-executive directors led by the Senior Independent Director. This year’s questionnaire
also allowed each director to comment on the individual performance of themselves, other directors and the Chairman.