Marks and Spencer 2011 Annual Report Download - page 43

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Throughout the year ended 2 April 2011, the Company
complied with all provisions of the 2008 Code with the
exception that for part of the year, the role of Chairman
and Chief Executive was exercised by the same individual,
Sir Stuart Rose. Stuart stepped down as Executive Chairman
on 31 July 2010 but remained as Chairman until the
appointment of Robert Swannell as Non-Executive Chairman
on 4 January 2011. We recognise that Stuart’s role as
Chairman and Chief Executive was out of line with best
practice as were his independence criteria on appointment as
Chairman. We understand the concerns that shareholders
had, but maintain that robust governance structures were in
place, while benefiting from retaining Stuart at the helm.
With the separation of the roles of Chairman and Chief
Executive we have now returned to best practice.
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Although the required regulatory and governance assurances
are provided throughout this report, we have sought to avoid
a box-ticking approach. Over the following pages we focus
on the practical application of our governance, showing how
it works to support and protect the M&S business. You will
find our approach to Leadership on page 42, Effectiveness
on 44, Accountability on 45, Engagement and Relations with
Shareholders on page 48, and the governance of our pension
scheme on page 49. Our Governance Framework sets out
whatwe expect from our directors and the structures that
support our governance. This framework profiles the directors’
individual accountabilities as well as detailing terms of reference
for the Board, Committees and key operational functions. It can
be found withinthe Governance section of our corporate
website marksandspencer.com/thecompany along with our
fullaccount of how we have complied with the UK Corporate
Governance Code.
6 – Executive
Board
13 – Business
Continuity
Committee
1
7 – Management
Committee
9 – Customer
Insight Unit
11 – Business
Involvement
Groups
12 – Fire, Health
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Committee
10 – How We Do
Business Committee
Group
Board
8 – Property
Board
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To find out more visit NBSLTBOETQFODFSDPNBOOVBMSFQPSU Directors’ report
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