Marks and Spencer 2001 Annual Report Download - page 11

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1 Directors’ emoluments
Profit Total Total
Salary share8Benefits92001 2000
£000 £000 £000 £000 £000
Chairman and Chief Executive
Luc Vandevelde1,10 650 n/a 184 834 2,070
Executive directors (appointed from)
Robert Colvill 385 7 23 415 402
Roger Holmes2,9 (1 January 2001) 124 n/a 672 796 n/a
Alan McWalter9(1 January 2000) 289 n/a 41 330 154
David Norgrove3(18 September 2000) 129 2 12 143 n/a
Non-executive directors (appointed from)
Brian Baldock481 n/a – 81 178
Tony Ball5(1 September 2000) 20 n/a – 20 n/a
Kevin Lomax5(1 September 2000) 20 n/a – 20 n/a
Sir Michael Perry 34 n/a – 34 34
Dame Stella Rimington 50 n/a – 50 46
Sir Ralph Robins 34 n/a – 34 34
Sir David Sieff 34 n/a 5 39 45
Retired directors (with effect from)
Clara Freeman6(18 September 2000) 155 n/a 10 165 270
Guy McCracken6(18 September 2000) 254 n/a 11 265 419
Peter Salsbury6(18 September 2000) 372 n/a 12 384 593
Roger Aldridge6(19 July 2000) 133 n/a 10 143 313
Sir Martin Jacomb (19 July 2000) 11 n/a – 11 34
Barry Morris7(19 July 2000) 79 1 6 86 242
Joe Rowe6(19 July 2000) 142 n/a 6 148 318
Former directors
Total former directors n/a n/a n/a n/a 1,382
Total 2,996 10 992 3,998 6,534
1Luc Vandevelde was the highest paid director both this year and last. His emoluments this year are £834,000. He was appointed to the Board on 28 February 2000
and his emoluments last year of £2,070,000 included compensation for loss of future benefits from his previous employer in the form of ‘restricted shares’ at a
cost of £1,997,000.
2Roger Holmes was appointed to the Board on 1 January 2001. Included within his benefits is compensation for loss of future benefits and bonus from his
previous employer in the form of ‘restricted shares’ at a cost of £554,000 and a payment of £100,000 (see section 2 – Recruitment of directors).
3David Norgrove was appointed to the Board on 18 September 2000 on a salary of £240,000 p.a.
4Brian Baldock relinquished the role of Non-Executive Chairman on 28 February 2000 but continued to assist the Chairman in the transition period to the AGM
in July 2000 after which his fee was reduced to £34,000 p.a.
5Tony Ball and Kevin Lomax were appointed as non-executive directors on a fee of £34,000 p.a.
6As a consequence of leaving the Company, Clara Freeman, Guy McCracken, Peter Salsbury, Roger Aldridge and Joe Rowe received payments in accordance
with the terms of their service contracts, which are shown separately in section 3 of this report. Included in their salaries in the above table are contractual
non-pensionable payments in lieu of holiday entitlement.
7Barry Morris relinquished responsibility as Executive Director, Womenswear on 19 July 2000 and his emoluments to that date are shown in the table.
On stepping down from the Board, he remained as Business Unit Director, Womenswear on a salary of £250,000 p.a. His salary and benefits are in accordance
with the remuneration policy for senior management. His retirement from the Company has subsequently been announced with effect from 30 June 2001.
8In line with all other employees, executive directors are allocated a profit share based on a percentage of their earnings following the qualifying period.
Further information on profit share is given in note 10c of the financial statements.
9Benefits for UK directors relate mainly to the provision of cars, fuel and travel. In addition, a payment is made to both Alan McWalter and Roger Holmes in
respect of pension in the form of a supplement of 10% of the difference between the pension earnings cap and their base salary (see section 4 – Pensions).
10Included in the benefits for Luc Vandevelde is a supplement of 16% of base salary to compensate for the fact that he is not a member of the Company
Pension Scheme. In addition, under the terms of his service contact, the Company has agreed to provide accommodation on which he is assessed for tax.
New directors
During the year, Roger Holmes was recruited to the Company as Managing Director, UK Retail. Further details of the terms of his
appointment are given in section 2 of this report. David Norgrove, an existing member of senior management, was appointed to the
Board as an executive director.
Service contracts
All members of senior management have service contracts. These contracts can be terminated with 12 months’ notice from the
Company. Exceptions may exist where new recruits have been granted longer notice periods for the initial period of their employment.
Luc Vandevelde, Roger Holmes and Alan McWalter were initially appointed with service contracts entitling them to two years’ notice,
reducing proportionately to one year during the first 12 months of their appointment. Luc Vandevelde’s contract now entitles him to
nine months’ notice.
Non-executive directors do not have service contracts.
Non-executive directors
The Chairman, together with the executive directors, determines the remuneration of non-executive directors. Non-executive
directors do not participate in the Company’s profit sharing, SAYE, Executive Share Option or annual bonus schemes.
No increase in fees was made in the year under review. Non-executive directors’ fees were reinstated to Brian Baldock when
responsibilities following his tenure as Chairman were fully relinquished (see section 1, footnote 4).