Marks and Spencer 2011 Annual Report Download - page 63

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What are the executive directors’ external board
appointments?
The Company recognises that executive directors may be invited
to become non-executive directors of other companies and that
these appointments can broaden their knowledge and
experience to the benefit of M&S. The individual director retains
the fee, the details of which are shown below for this financial year:
Company
Fee
£000
Marc Bolland 1 Manpower Inc 101
Ian Dyson Betfair Group Ltd 26
Sir Stuart Rose Land Securities Group plc 55
Steven Sharp Adnams plc 28
Alan Stewart 2 Mount Badon Ltd –
1 Marc Bolland’s fee is paid in cash and stock units and in dollars. For purposes of
this table the values were c onver te d to sterling using the £:$ spot rate as at
2April2011 for stock units and the average rolling £:$ rate during the year for
cashpayments.
2 Alan Stewart receives no fee for this appointment.
Directors’ interests
What are the directors’ interests in the Company?
The beneficial interests of the directors and connected persons in
the shares of the Company are shown in the following table.
Options granted under the SAYE scheme, the Executive Share
Options Scheme and under the Performance Share Plan,
Deferred Share Bonus Plan and Restricted Share Plan are shown
in Part 2 of this report. Further information regarding employee
share option schemes is given in note 13 to the financial
statements on page 91 of the Annual Report.
There have been no changes in the directors’ interests in shares
or options granted by the Company and its subsidiaries between
the end of the financial year and 23 May 2011. No director had an
interest in any of the Company’s subsidiaries at the beginning or
end of the year.
Ordinary shares as at
3 April 2010
Ordinary shares as at
2 April 2011
Robert Swannell – 70,000
Sir David Michels 113,984 113,984
Marc Bolland – 147,430
Kate Bostock 165,443 182,514
John Dixon 71,434 102,529
Steven Sharp 299,538 387,808
Alan Stewart – 10,000
Jeremy Darroch 2,000 2,000
Martha Lane Fox 20,100 20,100
Steven Holliday 2,500 2,500
Louise Patten 8,000 8,000
Jan du Plessis 20,000 20,000
What is the shareholding policy for executive directors?
All executive directors are required to hold shares equivalent in
value to a minimum percentage of their salary (200% for the CEO
and 100% for all other executive directors) within a five-year period
from the date of their appointment. The relevant salary is at date of
appointment and the share market value is measured at the
current date. Shares included in this measure are the directors’
interests in the Company plus the net value of any unexercised
awards under the Deferred Share Bonus Plan and Restricted
Share Plan. Kate Bostock, John Dixon and Steven Sharp have all
met their target shareholding. Marc Bolland and Alan Stewart are
50% and 34% respectively towards their target, both being within
the first year of the five-year measurement period.
Contract terms and current annual salaries/fees for all current members of the Board
Name Date of appointment Notice period/unexpired term
Basic
salary/fee
£000
Committee
member fee
£000
Committee
chair/
Deputy
Chairman/
SID fee
£000
Current
annual
salary/fee
£000
Annual
salary/fee
2010
£000
Change1
£000
Chairman
Robert Swannell223/08/2010 6 mths/6 mths 450 – – 450 -–
Deputy Chairman
Sir David Michels 01/03/2006 6 mths/6 mths 70 – 30 100 245 (145)
Chief Executive Officer
Marc Bolland 01/05/2010 12 mths/6 mths 975 – – 975 -–
Executive directors
Kate Bostock 10/03/2008 12 mths/6 mths 590 – – 590 575 15
John Dixon 09/09/2009 12 mths/6 mths 540 – – 540 512 28
Steven Sharp 08/11/2005 12 mths/6 mths 655 – – 655 640 15
Alan Stewart 28/10/2010 12 mths/6 mths 550 550 -–
Non-executive directors
Jeremy Darroch 01/02/2006 3 mths/3 mths 70 – 15 85 73 12
Martha Lane Fox 01/06/2007 3 mths/3 mths 70 – – 70 67 3
Steven Holliday 15/07/2004 3 mths/3 mths 70 – 15 85 79 6
Louise Patten 01/02/2006 3 mths/3 mths 70 – – 70 67 3
Jan du Plessis 01/11/2008 3 mths/3 mths 70 – – 70 67 3
1 All changes to salaries and fees were effective 1 January 2011.
2 Robert Swannell was appointed to the Board on 23 August 2010 on a basic fee of £55,000. He was appointed Chairman on 4 January 2011 on a total fee of £450,000
perannum.
Our strategy Our performance & marketplace Operating review Financial review
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& other informationGovernanceChairman’s introduction
To find out more visit marksandspencer.com/annualreport2011 Directors’ report
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