Marks and Spencer 2006 Annual Report Download - page 41

39Marks and Spencer Group plc
By the standards of large UK companies, a particularly high
percentage of M&S shares are owned by private investors. The
Company makes a special effort to ensure its communications
and policies are appropriate to the needs of the private investor.
The AGM is an important forum for us to meet with
shareholders and it is normally well attended. An exhibition is
hosted by our senior retail and business managers. The
Chairman and Chief Executive give business presentations
which are made available on our website, together with the
questions and answers raised at the meeting. Two of our non-
executive directors, Steven Holliday and Anthony Habgood,
were unable to attend the meeting in July 2005 due to previous
personal commitments and business priorities respectively.
The Board has taken the following steps to encourage increased
shareholder voting and improve the integrity and effectiveness of
the voting process at the AGM:
•promoted ‘your vote counts’ and encouraged the greater
use of electronic voting;
•invited three-way voting on resolutions: ‘for’, ‘against’ and
‘vote withheld’; and
•conducted the vote by poll rather than by show of hands.
The result is more democratic as all shares represented at
the meeting are voted, added to the proxy vote lodged in
advance of the meeting and published.
The indicative results are declared at the meeting, then
announced to the London Stock Exchange and published on
our website. In July 2005, all resolutions were passed on a poll
conducted electronically. Approximately 46% of the ordinary
share capital was represented with votes ‘for’ resolutions
ranging from 82% to 99%.
At this year’s meeting, in addition to routine resolutions,
shareholders will be asked to vote on the:
•renewal of shareholder authority to make donations to EU
political organisations and to incur EU political expenditure
under the provisions of the Political Parties, Elections and
Referendums Act 2000, of up to £100,000 each year. The
Company does not make donations to political parties.
However, the legislation gives a wide definition of political
donations and accordingly we seek authority on a
precautionary basis;
•adoption of new Articles of Association, which have been
reviewed against current legislation and best practice. To
make them more accessible they are in plain English and
will be made available on our website; and
•amendment to the terms of the Performance Share Plan.
Many shareholders are also customers and in 2004 we sent
them Spend & Save vouchers for the first time, to use on full
price autumn merchandise in stores. In 2005, we extended the
offer to nominees, increasing distribution from 300,000 to
400,000 investors. The vouchers have proved very popular and
we will be mailing vouchers again in July, which will be valid in
our stores in September and October 2006.
We encourage shareholders to make their views known to us by
email at [e-mail], by telephone on
0845 302 1234 for customer queries and 0845 609 0810 for
shareholder queries as we continue to develop our products
and services.
Compliance with the Combined Code
For the year ended 1 April 2006 the Company complied with all
the provisions of the Combined Code on Corporate
Governance, with the exception of:
Audit Committee membership
C.3.1 The Board should satisfy itself that at least one member of
the audit committee has recent and relevant financial
experience. The Company’s position is explained on page 33.
Annual General Meeting attendance
D.2.3 The Chairman should arrange for the chairmen of the
Audit, Remuneration and Nomination Committees to be
available to answer questions at the AGM and for all directors to
attend. The Company’s position is explained on this page.
Governance of the Group’s pension schemes
The Group operates a defined benefit scheme for all employees
with an appointment date prior to 1 April 2002 and a defined
contribution scheme open to those joining the Company on or
after 1 April 2002. More information is given in the Remuneration
Report on page 43 and note 11 to the Accounts.
The Board of the Pension Trust (Trustee Board) manages the
assets of the pension schemes which are held under trust
separately from those of the Group. The Company and the
Trustee Boards have agreed a new trustee composition of two
independent trustees, five company representatives and five
member representatives. Tony Watson (retiring Chief Executive
of Hermes Pensions Management Limited) has been appointed
as independent Chairman and Law Debenture Trust as
independent trustee. Elections are currently under way to
appoint the member representatives.