Marks and Spencer 2016 Annual Report Download - page 36

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34
MARKS AND SPENCER GROUP PLC
DIRECTORS’ REPORT: GOVERNANCE
LEADERSHIP & EFFECTIVENESS
OUR BOARD CONTINUED
The Board is responsible for the
stewardship of the Company, overseeing
its conduct and a airs to create sustainable
value for the benefi t of its shareholders.
In performing this task, the Board
recognises that to be successful over the
long-term it has a wider duty to care for
the interests of employees, customers
and the communities in which the
Company operates, and whose support
is required to create sustainable value.
The Board discharges some of its
responsibilities directly and discharges
others through its Board Committees
and through management. The Terms of
Reference of the Board and its Committees
are included in our Governance Framework.
The Board agrees, and has collective
responsibility for, the strategy of the
Company. For M&S, our strategy is
understood to mean the development
of specifi c actions aimed at satisfying
the needs of our target customer groups
across the product categories and in the
territories in which we choose to operate.
The articulation of our strategy will include
agreement on how our physical and
intellectual property and the skills of our
people should be used, developed and
enhanced to create competitive
advantage for the Company.
The Board delegates to executive
management, the execution of the
Company’s strategy and the day-to-day
management and operation of the
Company’s business. The Board is
responsible for overseeing, guiding and
holding to account management in
carrying out these responsibilities.
The Board is responsible for ensuring that
appropriate values, ethics and behaviours
for the conduct of the Company are agreed
and that appropriate procedures and
training are in place to ensure that these
are observed throughout the Company.
The Board has discussed and agreed the
key values of Inspiration, Innovation,
Integrity and In Touch and these underpin
the required values, ethics and behaviours.
Clear Terms of Reference outline the
full schedule of matters reserved for
the Board’s decision and that of its
key committees.
The Board is responsible for:
> Ensuring leadership through e ective
oversight and review. Supported by
its principal committees – Audit,
Remuneration, and Nomination – the
Board sets the strategic direction and
aims to deliver sustainable shareholder
value over the longer term.
> Overseeing the implementation of
appropriate risk assessment systems
and processes to identify, manage
and mitigate the principal risks of the
Company’s business. Much of this work
is delegated to the Audit Committee.
> E ective succession planning at Board
level and for assessing the processes in
place to ensure that there is appropriate
succession planning amongst senior
management. Much of this work is
delegated to the Nomination Committee.
In addition to the other matters referred
to in its framework, the Board is responsible
for specifi c matters relating to strategy,
fi nance, risk management, internal control
and audit, legal, reputation and public
company management. These, along with
the individual roles of the Board members,
are covered by the ‘Schedule of Matters
Reserved to the Board’ in the Marks
and Spencer Group plc Governance
Framework, and can be found at
marksandspencer.com/thecompany.
ROLE OF THE BOARD AND ITS COMMITTEES
BOARD OVERVIEW
GROUP BOARD
EXECUTIVE
BOARD*
PRINCIPAL
COMMITTEES
MANAGEMENT
COMMITTEE
OPERATING
COMMITTEES
Audit
Property Fire, Health & Safety Business Continuity Plan A
Remuneration Nomination
BOARD COLLABORATION
The Board and Committee structure
throughout 2015/16, is provided on the
right. As highlighted on page 09 of the
Strategic Report, going forward the
Management Committee will be disbanded
and the Executive Board will be renamed
the Operating Committee with renewed
membership. Operating Committee
membership is provided on page 09.
Updated Terms of Reference for this
Committee will be added to our corporate
website once agreed by the Board.
The work of the Board complements,
enhances and supports the work of the
Executive Board. We believe that e ective
governance is realised through leadership
and team work. Collaboration across all
levels within the Board structure drives
a culture of continuous improvement in
standards and performance across our
business. Working together, all parts of
the Board structure conduct robust
interrogation of plans and actions,
ensuring high-quality decision-making
in all areas of strategy, performance,
responsibility and accountability. * Going forward, this will become the Operating Committee