Marks and Spencer 2011 Annual Report Download - page 42

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o(SPVQ#PBSE(Robert Swannell) relies on management to
run the business and on our people to provide our customers
with great service every time they shop with us. To safeguard
this, the Board monitors what management are doing, holding
them accountable for performance against our targets and
standards, probing and challenging their thinking to make
sure that we are on the right track. The Board works closely
with management in thinking through our direction and
long-term plans, the opportunities, the risks and making sure
we are developing the right management team for the future.
The non-executives provide independent challenge and review,
bringing wide experience, specific expertise and a fresh,
objective perspective. As members of the Board Committees,
they play a crucial role in undertaking detailed governance work
with a particular focus on shareholders.
o/PNJOBUJPO(PWFSOBODF$PNNJUUFF
(Robert Swannell) recommends Board appointments, reviews
business succession plans andmakes sure our governance is
fit forpurpose.
o"VEJU$PNNJUUFF(Jeremy Darroch) monitors the integrity
of the financial statements and reviews effectiveness ofinternal
controls, risk management andaudit.
o3FNVOFSBUJPO$PNNJUUFF(Steven Holliday) recommends
remuneration strategy and framework to recruit, retain and
reward senior executives for their individual performance.
The Committee activity reports are given on pages 50, 51 and 52.
o(PWFSOBODF(SPVQ(Amanda Mellor) supports
colleagues by providing governance support and oversight that
is meaningful, relevant and focused on ensuring the business is
‘doing the right things the right way’ both in the UK and
overseas. The Governance Group engages across the business
and comprises legal, audit and risk, insurance, archive,
pensions, BIG (employee representative) and secretariat,
reporting on its activities regularly to the Board in the Group
Secretary’s report.
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o&YFDVUJWF#PBSE(Marc Bolland) is accountable for running
thebusiness, making sure we are doing the right thing day-to-day
anddelivering the Group’s strategy. It allocates capital and
controlsallnon-property investments with a risk of material
impactonfinancial results, brand or strategy. It keeps the Board
regularly informed about the business and how we work with our
different stakeholders. Its work is supported by a number of
operational committees and functions.
o.BOBHFNFOU$PNNJUUFF(Marc Bolland) inputs into the
Group’s strategic plan. It monitors the development of the Group’s
workstreams against its three-year plan and cascades relevant
information through the business.
o1SPQFSUZ#PBSE(Clem Constantine) ensures capital
expenditureis allocated tothe Group’s UK and International
propertyportfolio. It approves all UK andInternational property
investments, projects and programmes.
o$VTUPNFS*OTJHIU6OJU(Steve Bond) influences decision-
making by tracking marketplace trends, our customer barometer
andcustomer views.
o) PX8F%P# V TJOFTT$PNNJU U F F(Marc Bolland) drives
oursocial, environmental and ethical commitments (Plan A) in line
withstakeholder expectations, ensures they are integrated into
everyday activities and supports our aim to be the most
sustainablemajor retailer by 2015.
o#VTJOFTT*OWPMWFNFOU(SPVQT(Malcolm Heaven) are
theelected bodiesthrough which the business informs, involves
andconsults employees so their views can be taken into account
toinfluence business change and decision-making.
 o' JS F ) F BM U IB O E4 BG FU Z $P NN JU U FF (Steve Rowe)
promotesthe safety and wellbeing of our employees, customers
andvisitors and minimises the risk of financial penalties.
o#VTJOFTT$POUJOVJUZ$PNNJUUFF(Steve Rowe) equips
thebusiness to continue to trade in the event of a crisis or disaster
atany M&S location at any time.
These Committees report to the Board on their activities at least annually.
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It is not just what we do but how we do it, by:
– understanding and ensuring our Code of Ethics and
Behaviours guides us in our everyday activities;
– behaving considerately to our colleagues, ensuring we
and they feel valued, motivated and rewarded;
– treating our customers, suppliers and local communities
fairly and with respect; and
– respecting the environment, involving all of our stakeholders
through Plan A.
At the heart of it all is making sure the people that own M&S
– our shareholders – get a good return on their investment.
Ifwe do the right thing the right way, then the business will
besuccessful.
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The Board is the guardian of the M&S brand, its reputation
and stakeholder relationships; if we do the right thing the right
way, these will be protected.
The Board demonstrates leadership in these areas, regularly
discussing and reviewing:
– Our corporate values of Quality, Value, Service, Innovation
and Trust;
– Plan A and sustainability, our ambitious environmental,
ethical and social commitments; and
– Our Code of Ethics and Behaviours: our guide to the values,
behaviours and ways of working we uphold.
The Board is also the flag-bearer for our business behaviours
and aspirations; to be not just good, but great at what it does.
The significant changes in Board composition this year
provide the perfect opportunity to renew our contract with
shareholders and, as a group, we are committed to openness,
transparency and mutual trust.
.B SL TBO E4 Q F OD FS( SP VQQ MD Annual report and financial statements 2011
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Governance report
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Doing the right thing the right way