Marks and Spencer 2011 Annual Report Download - page 41

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Safeguarding our development pipeline of skilled leaders has
been a key area of focus for the Board and the Nomination &
Governance Committee this year, in line with our action plan for
2010/11. Not only have we seen a reshaping of the Board itself,
but we have also conducted an extensive programme to support
our future succession plans.
Hand-in-hand with developing leaders within the business
goes the task of ensuring our reward systems are appropriate
and stretching. Our Remuneration Committee has overseen
a redesign of our senior executive framework this year and
considerable effort has gone into the scheme proposal
and engaging with major shareholders and investor
representative bodies.
Monitoring the level of risk and the governance to support risk
management has been another key objective and involved the
support of the Audit Committee. The outputs of this are visited
in greater detail on page 46. It is important that we build on, and
improve our understanding of risks and our appetite and tolerance
of these in future.
We have had a busy year, taking a number of significant decisions
and actions, some of which are captured on the following pages.
3PCFSU4XBOOFMM Chairman
Progress has begun on shaping the Board for the future, ensuring
diversity is at its heart. There has been much debate generally
about diversity in the boardroom, specifically relating to gender
and the representation of women in the boardrooms of FTSE
companies. At M&S, our female directors already account for
nearly 30% of the Board and we would expect to at least maintain
this level over the next two years. Below Board level, women
account for 32% of senior management. However, we do look
at diversity more broadly as we feel it is important to get the right
balance of independence, skills, knowledge and experience.
During the year we further improved our governance, completing
the separation of the roles of Chief Executive and Chairman,
with the appointment of Marc Bolland in May 2010 and me
as Chairman in January 2011. This period of transition was
managed extremely effectively by Sir David Michels, as Senior
Independent Director, and the Nominations Committee he led.
Thanks must also go to Sir Stuart Rose for an immaculate
handover as Chairman.
In October 2010 the Board appointed Alan Stewart as Chief
Finance Officer. In February 2011 we announced the appointment
of Laura Wade-Gery as Executive Director, Multi-channel
E-commerce, who will join the Board on 4 July 2011. More
recently we announced that after nearly two three-year terms,
Louise Patten has decided not to seek re-election this year and
will step down from the Board following the AGM on 13 July 2011.
Sir David Michels has also decided to step down from the Board,
following the end of his second three year-term, in February 2012.
He will remain as Deputy Chairman and Senior Independent
Director until then.
4JS%BWJE.JDIFMT Deputy Chairman
z
Appointed in March 2006. David is
Deputy Chairman and Senior Independent
Director. He is Chairman of London &
Capital plc, an independent wealth
management firm, and Michels & Taylor
LLP, a hotel asset management company.
David is also Deputy Chairman of
easyJet plc and a non-executive director
of Strategic Hotels & Resorts and
Jumeirah Group, Dubai. He was
previously Senior Independent Director
ofThe British Land Company plc, a
non-executive director of Arcadia Group
and Chief Executive of Hilton Group plc.
+FSFNZ%BSSPDI Non-Executive
Directorz (Chairman)
Appointed in February 2006. Jeremy
is Chairman of the Audit Committee.
He is Chief Executive of British Sky
Broadcasting Group plc, having
previously been the company’s Chief
Financial Officer. Prior to this, Jeremy
was Group Finance Director and Retail
Finance Director at DSG International
plc, formerly Dixons Group plc.
.BSUIB-BOF'PYNon-Executive
Director z
Appointed in June 2007. Martha is the
UK’s Digital Champion, Chairman of
Race Online 2012 and a non-executive
director of Channel 4 Television. She is
founder and Chairman of Lucky Voice
Limited and of her own grant-giving
foundation, Antigone. Martha was a
co-founder of lastminute.com.
4UFWFO)PMMJEBZ Non-Executive
Director z (Chairman)
Appointed in July 2004. Steve is
Chairman of the Remuneration
Committee. He is Group CEO of National
Grid plc, having previously been Group
Director of UK and Europe and
responsible for the UK Electricity and
Gas businesses. Steve is Chairman of
the UK Business Council for Sustainable
Energy. Prior to joining National Grid
he was an Executive Director of British
Borneo Oil and Gas. Previously, Steve
held numerous senior positions with the
Exxon Group.
-PVJTF1BUUFO Non-Executive
Director z
Appointed in February 2006. Louise is
a senior adviser to Bain & Co and a
non-executive director of UK Asset
Resolution Limited. She was formerly
Chairman of Brixton plc, and a
non-executive director of Hilton Group
plc, GUS plc, Somerfield plc and
Harveys Furnishings plc.
+B OE V1 MF TT J T Non-Executive
Director z
Appointed in November 2008. Jan is
Chairman of Rio Tinto plc. He was
formerly Chairman of British American
Tobacco plc and a non-executive
director of Lloyds Banking Group.
He was also Chairman of RHM plc from
2005 to 2007. Jan was previously Group
Finance Director of Richemont, the
Swiss luxury goods group, until 2004.
"NBOEB.FMMPS Group Secretary
and Head of Corporate Governance
 Independent
z Audit Committee
 Remuneration Committee
 Nomination & Governance
Committee
On 5 May 2011 we announced that
Louise Patten has decided not to
seek re-election this year and will
step down from the Board
following the AGM on 13 July 2011.
Sir David Michels has also decided
to step down from the Board
following the end of his second
three-year term in Februar y 2012.
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To find out more visit NBSLTBOETQFODFSDPNBOOVBMSFQPSU Directors’ report
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