Marks and Spencer 1998 Annual Report Download - page 49

The third meeting of the European Council took place last July. This
council provides an additional forum for informing and consulting
employee representatives from the European countries in which we
trade.
Directors and ex ecutives regularly visit stores and discuss, with
members of staff, matters of current interest and concern to the
business. Staff representatives attend the Annual General Meeting
and all members of staff have the Group results explained in
St Michael News .
We have long-established EmployeesÕ Profit Sharing and Savings-
Related Share Option Schemes, membership of which is service-
related.
EQUAL OPPORTUNITIES
The Group is committed to an active Equal Oppor tunities Policy from
recruitment and selection, through training and development, appraisal
and promotion to retirement.
It is our policy to promote an environment free from discrimination,
harassment and victimisation where ever yone will receive equal
treatment regardless of gender, colour, ethnic or national origin,
disability, age, marital status, sex ual orientation or religion. All
decisions relating to employment practices will be objective, free from
bias and based solely upon work criteria and individual merit.
The Company is responsive to the needs of its employees, customers
and the community at large and we are an organisation that uses
everyoneÕs talents and abilities to the full.
EMPLOYEES WITH DISABILITIES
It is our policy that people with disabilities should have full and fair
consideration for all vacancies. During the year we continued to use
the GovernmentÕs Òtwo tickÓ disability symbol to demonstrate our
commitment to inter viewing those people with disabilities who fulfil
the minimum criteria, and endeavouring to retain staff in the workforce
if they become disabled during employment. We will actively retrain
and adjust their environment where possible to allow them to
max imise their potential.
CHARITABLE AND POLITICAL CONTRIBUTIONS
During the year, we spent £10.1m in the UK in support of the
community. Within this, direct donations to charitable organisations
amounted to £6m. No political contributions were made to any
political par ty.
ANNUAL GENERAL MEETING
Special Business Resolutions
Explanations of these resolutions are as follows:
Resolution Number 11
The Companies Act 1985 prevents directors from allotting unissued
shares without the authority of shareholders in general meeting.
In cer tain circumstances this could be unduly restrictive.
The CompanyÕs A rticles empower your directors to allot unissued
shares but the power is subject to annual renewal. Renewal of the
power is sought for the period specified in the resolution, subject to
the limitations that your directors may only allot:
(a) Shares in total, up to a nominal value of £83,750,000 (Òthe
Section 80 A mountÓ) which represents 11.7% of the nominal value of
the issued share capital of the Company as at 19 April 1998, being a
date not more than one month prior to the date of this report.
(b) Shares for cash, other than to ex isting shareholders in proportion
to their holdings, up to a nominal value of £35,781,631 (Òthe Section
89 AmountÓ), being 5% of the nominal value of the issued share
capital of the Company as at 19 April 1998, being a date not more
than one month prior to the date of this report.
If shareholders approve this resolution:
(i) The authority given to the directors will ex pire on the date of the
Annual General Meeting in 1999 or, if earlier, on 15 October 1999.
(ii) Within that period shareholdersÕ consent will not be required for
each allotment of shares made for cash otherwise than to ex isting
shareholders in propor tion to their ex isting holdings provided that
such allotments do not ex ceed a nominal value of £35,781,631 in
total.
Your directors have no current intention to ex ercise the authority
sought by this resolution.
Resolution Number 12
With the authority of shareholders in general meeting, the Company is
empowered by its A r ticles to purchase its own shares subject to the
provisions of the Statutes. Although your directors have no immediate
plans to do so they believe it is prudent to seek general authority from
shareholders to be able to act if circumstances arose in which they
considered such purchases to be desirable. This power will only be
ex ercised if and when, in the light of market conditions prevailing at
that time, the directors believe that such purchases would increase
earnings per share and would be for the benefit of shareholders
generally.
This resolution specifies the max imum number of shares which may be
acquired (approx imately 10% of the CompanyÕs issued share capital)
and the max imum and minimum prices at which they may be bought.
By order of the Board
Sir Richard Greenbury, Chairman
London
18 May 1998
REPO RT OF TH E DIRECTO RS
MA RKS A ND SPENCER p.l.c. 47