Marks and Spencer 2016 Annual Report Download - page 37

FINANCIAL STATEMENTS OUR BUSINESSOUR PERFORMANCEGOVERNANCE
35
ANNUAL REPORT AND FINANCIAL STATEMENTS 2016
MONITORING AND OVERSIGHT INDEPENDENCE OF DIRECTORS
BOARD COMPOSITION, ROLES AND ATTENDANCE AS AT YEAR END
See our Board biographies on p32-33 See our Remuneration Report on p50-71
The Board reviews the independence of
its non-executive directors as part of its
annual Board E ectiveness Review.
The Chairman is committed to ensuring the
Board comprises a majority of independent
non-executive directors who objectively
challenge management, balanced against
the need to ensure continuity on the Board.
All non-executive directors have served
fewer than six years on the Board.
The Board considers that all of the
non-executive directors bring strong
independent oversight and continue to
demonstrate independence. The Board
recognises the recommended term
within the UK Corporate Governance
Code. It is mindful of the need for suitable
succession, and therefore maintains a clear
framework of the time each non-executive
has served the Company and the skillsets
that each provides.
See details and experience of each director
on p32-33
See Board activities overview on p36-37
RISK MONITORING AND OVERSIGHT
Protecting the business from operational,
fi nancial and reputational risk is an essential
part of the Board’s role. Both the directors
and senior management focus on not just
the short, but also the longer-term and
continue to be more actively involved in
risk management and internal controls;
an important part of stewardship and
key to ensuring the long-term viability
of the business.
The Group Risk Profi le, and risk appetite
are owned by the Board. Their compilation
is facilitated by Group Risk, using business
area risk registers and one-on-one
interviews with Board members and
business unit directors. Oversight and
independence is provided in the process
through the Audit Committee, which
ensures that the risks the Board include
in the Group Risk Profi le continue to
refl ect the business’s strategic objectives.
An Internal Audit plan is then mapped
to the Group Risk Profi le demonstrating
where assurance is provided over
mitigating activities.
STRATEGIC PROCESS
Progress against the strategy is closely
monitored by the Executive Board and
discussed at each Group Board meeting.
Given the change in leadership, announced
at the start of January, the Board’s annual
two-day strategy meeting was postponed.
Much of the proposed agenda for this
meeting has subsequently been discussed.
The Board has since debated the priorities
and the longer-term challenges, some of
which we have communicated earlier in
this report. We have identifi ed opportunities
for improvement and continue to formulate
an agreed action plan. The non-executive
directors continue to share their expertise
and provide independent oversight to
these discussions.
This table provides details with regard to scheduled meetings held in the 2015/16 fi nancial year.
1. Patrick Bousquet-Chavanne was unable to attend the meeting on 18 May due to overseas personal commitments.
2. Vindi Banga was unable to attend the meeting on 17 June due to business commitments with CD&R.
3. Martha Lane Fox was unable to attend the meeting on 18 May due to personal commitments.
CHAIRMAN ATTENDED
MAX
POSSIBLE RESPONSIBILITY
Robert Swannell 88
Board governance
and performance,
and shareholder
engagement.
NON-EXECUTIVE
DIRECTORS ATTENDED
MAX
POSSIBLE RESPONSIBILITY
Vindi Banga278
Independent non-
executive directors
assess, challenge and
monitor the executive
directors’ delivery of
the strategy within
the Board’s risk and
governance structure.
In addition, they review
the integrity of fi nancial
information, devise
appropriate succession
plans, and monitor
Board Diversity.
Alison Brittain 88
Miranda Curtis 88
Andrew Fisher
(appointed
1 December 2015)
33
Martha Lane Fox3
(Retired 2 April 2016) 78
Andy Halford 88
Richard Solomons 88
EXECUTIVE
DIRECTORS ATTENDED
MAX
POSSIBLE
RESPONSIBILITY
IN 2015/16
LINKED TO
REMUNERATION
Chief Executive
Marc Bolland
(Retired 2 April 2016)
88
Strategy & Group
performance
Chief Executive
Designate
Steve Rowe
(CEO from 2 April 2016)
88
Food performance
from April to July 2015
General Merchandise
performance thereafter
Chief Finance
O cer
Helen Weir
88
Group Financial
Performance and
Ecommerce distribution
Executive Director
Patrick Bousquet-
Chavanne1
78
Marketing & International
performance
Executive Director
John Dixon
(Resigned 16 July 2015)
33
Clothing & Home
performance
Executive Director
Laura Wade-Gery
(Maternity Leave from
1 September 2015)
44
UK Retail & Multi-channel
performance
BOARD MEETINGS
The Board held eight scheduled meetings
during the year, and individual attendance
is set out above. Su cient time is provided
at the start and end of each meeting for the
Chairman to meet privately with the
Senior Independent Director and the non-
executive directors to discuss any matters
arising. At the start of each meeting, one
director provides feedback on the previous
meeting, highlighting matters that received
a good level of debate and areas where
further improvements could be made.
FIND OUT MORE
See Board Activities on p36-37