Marks and Spencer 2016 Annual Report Download - page 40

38
MARKS AND SPENCER GROUP PLC
DIRECTORS’ REPORT: GOVERNANCE
In January 2016 we announced that after
six years in the role, Marc Bolland would
retire as CEO. We advised that Marc would
be succeeded by Steve Rowe on 2 April.
At the time of the announcement Steve
was Executive Director of General
Merchandise. To ensure a smooth transition
Marc agreed to remain available to Steve
and the Board until 30 June 2016.
When Marc joined M&S he indicated
informally that he would serve a tenure
of fi ve to six years. Having guidance from
the date of appointment assisted with the
planned and orderly succession of the CEO
role. In the summer of 2015, Marc indicated
that he was considering his retirement
and that the Board, with the assistance
of the Nomination Committee, may want
to step up their succession search.
In reaching its conclusion to appoint
Steve as CEO, the Nomination
Committee set a rigorous assessment,
development and selection process,
including external benchmarking.
Succession is not just about Board
appointments. Succession and succession
planning remain key agenda items to
ensure a continuous supply of suitable
individuals ready to take over when
directors, senior sta or other key
employees leave the business in a range
of situations. In addition, our focus on
succession demonstrates our commitment
to recruit, retain, develop and promote high
performing sta .
We believe our approach to succession
is strategic, thoughtful and practical.
We appoint on merit against objective
criteria and with due regard to the
benefi ts of diversity in its widest defi nition.
We ensure that new appointments come
with the required qualifi cations, experience
and skills to meet the challenges ahead.
STEVE ROWE INDUCTION
Steve already had a unique considerable
understanding of M&S. His journey to the
Board started when he joined the business
over 25 years ago. Steve undertook and
progressed through a number of store-
based positions, which provided him with
a clear understanding of our customers,
their expectations, and the demands on
our store-based employees.
Moving to Head O ce in 1993, Steve
worked in a variety of roles across all
areas of the business including menswear,
merchandising, home, online and the store
estate. In 2012 he was appointed to the
Board as Executive Director of Food and
received a thorough induction led by
the Chairman. Steve led Food through
three years of continued growth. In 2015
Steve moved from Food to Clothing &
Home. These roles have provided an
in-depth understanding of the business
and the structures within our o ces.
Over the past two years, Steve has
received mentoring from senior business
leaders and has undertaken executive
development programmes in the UK
and overseas. This was to broaden his
understanding of core business functions
and global strategic management.
Over his time with M&S Steve has
experienced many changes to the business
and operated under the di ering leadership
styles of six Chief Executives.
Following the announcement of his
appointment as CEO, Steve met with the
Chairman, each of the non-executive and
executive directors, the Group Secretary,
members of senior management and
a wide range of individuals from across the
business. Steve met with the Company’s
lead audit partner and its remuneration
advisors. Steve has met with some of our
private and institutional shareholders.
ANDREW FISHER INDUCTION
During the year, the induction process
has been reviewed based on feedback
from earlier tailored programmes.
The comments from the review were
used to update the induction process for
Andrew Fisher, who joined the business in
December 2015.
Andrew’s induction was comprehensive
and tailored to his understanding of
the business. It was led by the Chairman
and covered:
Company structure and strategy, including:
our history; strategy (including details of all
key investment decisions), key people and
succession plans; Board procedures
including the Governance Framework,
Code of Ethics and Behaviours; Board
calendar, minutes from previous meetings,
e ectiveness reviews and action plans;
fi nances, performance, operating plans,
current KPIs and targets, operational
overview of all business areas; key
relationships, including suppliers and
major contracts; Group Risk Profi le and
our approach to risk; insight into key
audits and areas of focus.
Industry and competitive environment,
including: customer trends; consumer
and regulatory environment including
governance and all relevant consumer
and industry bodies, Corporate Social
Responsibility, environment and
sustainability.
Sentiment and reputation, including: brand
positioning and media profi le; marketing
campaigns; brand values; analyst and
investor opinion; review of investor surveys;
share register and voting history; key
stakeholder relations including employees,
customers, suppliers and service providers;
opinion leaders; an overview of our
remuneration policy and pensions.
SUCCESSION
DIRECTOR INDUCTION
LEADERSHIP & EFFECTIVENESS
OUR BOARD CONTINUED