Marks and Spencer 2016 Annual Report Download - page 41

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ANNUAL REPORT AND FINANCIAL STATEMENTS 2016
FINANCIAL STATEMENTS OUR BUSINESSOUR PERFORMANCEGOVERNANCE
THE BOARD ACTION PLAN 2016/17 WILL COVER:
> oversight of business change and
performance;
> key performance indicators and link to
strategic context;
> key business and strategic risks and
associated risk appetite parameters;
> greater knowledge of and interaction
with senior management and wider
employee community.
The assessment of the M&S Board was
conducted according to the guidance set
out in the UK Corporate Governance Code.
Given the change in leadership, the Board
were keen for its evaluation to highlight
learnings from the past and build on these
for the future. The evaluation was internally
facilitated by the Group Secretary and
undertaken from February to April 2016.
The evaluation was based around a
number of key areas:
> Board composition, role, skills,
diversity, balance and experience;
> Board leadership and culture;
> Agenda, information, papers and
resource;
> Monitoring company performance;
> Strategic and risk debate;
> Governance, regulatory compliance
and support;
> Committee performance.
The Board was asked to refl ect on its
action plan set out at the start of the
2015/16 fi nancial year and the summary
of the Board’s assessment of progress
against this plan as at December 2015.
BOARD EFFECTIVENESS REVIEW
BOARD ACTION PLAN
STAGE 2
ONE-ON-ONE
DISCUSSION
STAGE 3
EVALUATION AND
REPORTING
STAGE 4
DISCUSSION WITH
CHAIRMAN AND
THE BOARD
STAGE 1
COMPREHENSIVE
QUESTIONNAIRE
BOARD REVIEW INSIGHTS 2015/16
> Overall the Board is considered strong,
bringing a good balance and mix
of expertise and experience and
o ering real diversity of view
and perspective.
> Progress was felt to have been
made against the 2015/16 Action Plan,
particularly in relation to the quality
of management information.
> The subsequent discussions on the
risk process and risk appetite, post
investment reviews and action follow
up were positively highlighted.
> However, despite the progress on
last year’s evaluation, views on Board
e ectiveness continue to be tempered
by the overall business performance.
> As a result, items from last year’s
Action Plan will continue to form
the base for the 2016/17 Plan.
> Board Committees were all considered
to work well and were noted for their
level of debate, grasp of key issues
and overall subject and regulatory
knowledge. The Action Plans for the
Nomination, Audit and Remuneration
Committees are set out on pages
40 to 41, 42 to 46 and 50 to 71 respectively.
The Board evaluation for the 2016/17 fi nancial year will be facilitated by Ffi on Hague.
Stage 1: A comprehensive questionnaire
(60 questions with rankings and open text
boxes) was sent to each Board member,
along with a copy of the previous year’s
evaluation and action plan.
Stage 2: Alongside the questionnaire,
Board members participated in one-on-
one discussions with the Group Secretary.
Stage 3: A report was compiled by the
Group Secretary based on the information
and views provided. All recommendations
were based on best practice as described
in the UK Corporate Governance Code
and other current corporate
governance guidelines.
Stage 4: Draft conclusions were discussed
with the Chairman and subsequently the
whole Board at its meeting in May 2016.
The conclusions of that discussion were
recorded in the minutes of the meeting.
Robert Swannell also received a separate
report with feedback on individual directors.
Following the Board meeting, the Group
Secretary gave feedback on the Chairman
to the Senior Independent Director,
and to the Committee Chairmen on
the performance of each committee.
The Senior Independent Director also met
with the non-executive directors to review
the Chairman’s performance. This review
is then shared with the Chairman.