Marks and Spencer 2016 Annual Report Download - page 66

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64
MARKS AND SPENCER GROUP PLC
DIRECTORS’ REPORT: GOVERNANCE
FIGURE 20: SHAREHOLDING REQUIREMENTS (audited)
All executive directors are required to
hold shares equivalent in value to a
minimum percentage of their salary within
a five-year period from their appointment
date. For the CEO this requirement is 250%
of salary and for other Board directors the
requirement is 150% of salary. Similar
guidelines of 100% of salary also apply
to directors below Board level.
The chart below shows the extent to
which each director has met their target
shareholding as at 2 April 2016.
For the purposes of the requirements, the
net number of unvested share awards not
subject to performance conditions is
included and is refl ected in the chart below.
The Committee is satisfi ed that the current
level of shareholding requirement provides
an appropriate level of investment in M&S
for each director. The Committee will
continue to keep this issue under review
and will amend accordingly if necessary.
Following Steve Rowe’s appointment to
CEO on 2 April 2016, his shareholding
requirement has been increased to 250%
of his new salary which will be reported in
next year’s report.
EXECUTIVE DIRECTORS’ REMUNERATION CONTINUED
SHARE CAPITAL & DILUTION
Dilution of share capital by employee
share plans
Awards granted under the Company’s
Save As You Earn scheme and the
Executive Share Option scheme are met
by the issue of new shares when the
options are exercised.
All other share plans are met by market
purchase shares. The Company monitors
the number of shares issued under these
schemes and their impact on dilution limits.
The Company’s usage of shares compared
to the dilution limits set by The Investment
Association in respect of all share plans
(10% in any rolling ten-year period) and
executive share plans (5% in any rolling
ten-year period) as at 2 April 2016 was
as follows:
FIGURE 21: ALL SHARE PLANS
FIGURE 22: EXECUTIVE SHARE PLANS
Helen Weir
Laura Wade-Gery
Patrick Bousquet-Chavanne
Steve Rowe
192%
Shares owned outrightKey
96%
188%
3%
Vested and unexercised Unvested DSBP/RSP shares Shareholding requirement
150% of sal ar y
Limit
Actual
10%
6.30%
Limit
Actual
5%
0%
REMUNERATION REPORT
CONTINUED
Unvested
Vested but
unexercised3
With performance
conditions
Without
performance conditions
Shares owned
outright2
Performance
Share Plan
Deferred Share
Bonus Plan
Restricted
Share Plan
Marc Bolland 683,929 1,572,534 149,153 0 0
Patrick Bousquet-Chavanne 99,070 772,669 46,448 0 0
John Dixon1361,076686,49882,27700
Steve Rowe 188,535 861,512 110,013 0 0
Laura Wade-Gery 172 ,955 898 , 029 73 ,622 0 56 ,9 95
Helen Weir 4,500276,527000
1. Shareholding at 16 July 2015, the date John Dixon resigned from the Board. Please refer to footnote 3 on page 65 for further information on John Dixon’s shareholdings.
2. Includes shares held by connected persons.
3. Comprises all unexercised awards under these plans.
FIGURE 19: DIRECTORS’ SHAREHOLDINGS (audited)
The table below sets out the total number
of shares held at 2 April 2016 or date of
retirement by each executive director
serving on the Board during the year.
There have been no changes in the current
directors’ interests in shares or options
granted by the Company and its
subsidiaries between the end of the
financial year and 24 May 2016. No director
had an interest in any of the Company’s
subsidiaries at the statutory end of the year.