Marks and Spencer 2011 Annual Report Download - page 62

Robert Swannell
Robert Swannell was appointed to the Board as a non-executive
director on 4 October 2010 and as Non-executive Chairman with
effect from 4 January 2011. His fee as a non-executive director
was £55,000 per annum. On appointment to Chairman his total
fees increased to £450,000.
Directors retiring from the Board
Sir Stuart Rose
As described in last year’s report, Sir Stuart Rose was due to
leave the Company following the appointment of a new CEO,
allowing for a period of transition of responsibilities. Accordingly,
Sir Stuart Rose retired from the Board on 4 January 2011 and
ceased to be employed by the Company on 28 February 2011.
The emoluments table shows the value of payments made to
SirStuart Rose during the period he provided services to the
Company. His bonus for the financial year was determined based
on performance in the normal way, but was pro-rated for time and
to reflect a reduction in his salary with effect from 31 July 2010. As
outlined in last year’s report his bonus was based 60% on PBT
and 40% on individual objectives with the total payment made in
cash.
The status of his outstanding long-term incentive awards is shown
in the table of ‘Directors’ interests in long-term incentive schemes’.
In accordance with the terms of the relevant plans, share incentive
awards vested on cessation, only to the extent that the relevant
performance conditions have been satisfied (on the basisof the
most recent reported results where the performance period has
not fully elapsed).
Ian Dyson
Ian Dyson stepped down as Group Finance Director at last
year’sAGM, and ceased employment with the Group on
31August 2010. The emoluments table shows the value of
payments made during the period he provided services to the
Company. In line with Company policy, he did not receive any
deferred shares or balance of cash payment under the 2009/10
Annual Bonus; and was not entitled to receive any bonus for the
part-year he was employed during 2010/11. Outstanding PSP
awards lapsed following his cessation of employment.
What will be the changes to the Board in 2011/12?
Laura Wade-Gery
Laura Wade-Gery will join the Board as Executive Director,
Multi-channel E-commerce on 4 July 2011. She will receive an
annual salar y of £525,000 and is entitled to par ticipate in the
executive incentive schemes in line with the framework for other
executive directors. She will be paid a 25% salary supplement in
lieu of a pension contribution.
In order to facilitate her recruitment, the Committee agreed the
following maximum awards as necessary and appropriate to
compensate her for incentive awards that are forfeited on
cessation with her previous employer: an award of restricted
shares with a gross value of £1.38m, vesting in tranches over the
three years following grant, subject to continued employment;
anaward of shares with a gross value of £406k that will vest
immediately but must be retained in accordance with the
Company’s shareholding policy outlined later in this report; and a
cash payment of £335k. Inconnection with her appointment,
theCommittee has also determined that her initial award under
the Performance Share Plan for 2011/12 will be at the level of
300% of salary, subject to the same performance conditions as
awards made to other executive directors.
The restricted share award is not pensionable, and is made under
the terms of the Listing Rules 9.4.2R(2) in order to facilitate her
appointment.
Sir David Michels
As Chairman of the Nomination & Governance Committee during
2010/11, Sir David has successfully led the search for a new
Non–executive Chairman, Chief Executive Officer and Chief
Finance Officer. He has decided to retire from the Board following
his second three-year term in February 2012. Sir David will remain
as Deputy Chairman and Senior Independent Director until then.
Louise Patten
Louise Patten has served as a non-executive director since 2006.
She has decided not to seek re-election this year and will retire
from the Board following the AGM on 13 July 2011.
What are the current service contracts and terms of
employment for directors?
Executive directors
All executive directors and senior managers have service
contracts that can be terminated by the Company giving 12
months’ notice and by the employee giving six months’ notice.
The Company retains the right to terminate the contract of any
executive director summarily, in accordance with the terms of their
service agreement, on payment of a sum equal to the contractual
notice entitlement of 12 months’ salary and specified benefits. For
all current executive directors, the Company reserves the right on
termination to make phased payments which are paid in monthly
instalments and subject to mitigation. Entitlement to participate in
share schemes ceases on termination.
Chairman and Deputy Chairman
Robert Swannell and Sir David Michels have an agreement for
service which requires six months’ notice by either party.
Non-executive directors
Non-executive directors have agreements for service with the
Company for an initial three-year term, which can be terminated
on three months’ notice by either party.
Marks and Spencer Group plc Annual report and financial statements 2011
60
Governance
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