Marks and Spencer 2001 Annual Report Download - page 18

18 Marks and Spencer p.l.c.
Principal activities
The principal activities of the Group are Retailing and Financial
Services.
Retailing consists of the Group’s retail activities under the
Marks & Spencer, Brooks Brothers and Kings Super Markets
brand names.
Financial Services consists of the operations of the Group’s
retail Financial Services companies, which provide account cards,
personal loans, unit trust management, life assurance, personal
insurance and pensions. The Group’s captive insurance company
is also included in this segment as the major part of its business is
generated from the provision of related insurance services.
Review of activities and future performance
A review of the Group’s activities and of the future development
of the Group is contained within the Annual Review and
Summary Financial Statement.
Profit and dividends
The profit for the financial year, after taxation and minority
interests, amounts to £1.3m. The directors have declared
dividends as follows:
£m
Ordinary shares
Interim paid, 3.7p per share (last year 3.7p) 106.3
Proposed final, 5.3p per share (last year 5.3p) 152.0
Total ordinary dividends, 9.0p per share (last year 9.0p) 258.3
The final dividend will be paid on 20 July 2001 to shareholders
whose names are on the Register of Members at the close of
business on 1 June 2001.
Share capital
(i) Issue of new shares
During the year ended 31 March 2001, 3,415,705 ordinary
shares in the Company were issued as follows:
•8,464 under the terms of the 1984 Executive Share Option
Scheme at a price of 206p;
•141,393 under the terms of the 2000 Executive Share Option
Scheme at a price of 215p; and
•3,265,848 issued into the Qualifying Employee Share
Ownership Trust at prices between 188.75p and 208p of
which 208,913 were issued under the terms of the United
Kingdom Employees’ Save As You Earn Share Option Scheme.
(ii) Purchase of own shares
The Company is authorised by the shareholders to purchase,
in the market, the Company’s own shares, as permitted under
the Company’s Articles of Association. During the year the
Company purchased a total of 10,619,272 of its shares for
cancellation at a cost of £20.3m, representing 0.4% of its
issued share capital. This authority is renewable annually and
approval will be sought from shareholders at the AGM in 2001
to renew the authority for a further year.
Major shareholders
As at 6 May 2001, the Company’s share register of substantial
shareholdings showed the following interests in 3% or more of
the Company’s shares:
Ordinary % share
shares capital
Brandes Investment Partners, L.P. 280,099,575 9.76%
Franklin Resources, Inc. 149,551,189 5.21%
In addition, JP Morgan has notified us that it is holding
146,907,108 ordinary shares (5.12%) as American Depositary
Receipts, 138,786,084 of which are included in the above
figures for Brandes Investment Partners and Franklin Resources.
Directors and their interests
The current directors are listed on page 20 of the Annual
Review and Summary Financial Statement.
David Norgrove and Roger Holmes were appointed
executive directors on 18 September 2000 and 1 January 2001
respectively.
Tony Ball and Kevin Lomax were appointed non-executive
directors on 1 September 2000.
Roger Aldridge, Sir Martin Jacomb, Barry Morris and Joe
Rowe resigned from the Board on 19 July 2000.
Clara Freeman, Guy McCracken and Peter Salsbury resigned
from the Board on 18 September 2000.
Alison Reed will be appointed to the Board as Finance
Director and Sir Michael Perry, Sir Ralph Robins and Sir David
Sieff will be retiring from the Board on 11 July 2001.
The beneficial interests of the directors and their families in
the shares of the Company and its subsidiaries, together with
their interests as trustees of both charitable and other trusts,
are given on page 16.
Employee involvement
We have maintained our commitment to employee involvement
throughout the business.
Employees are kept well informed of the performance and
objectives of the Group through personal briefings, regular
meetings and e-mail. These are supplemented by our employee
publication, On Your Marks, and video presentations. ‘Focus
teams’ in stores, distribution centres and head office provide
opportunities for employee representatives to contribute to the
everyday running of the business.
In addition, we have recently completed a Company-wide
survey to gather employee views on improving the forums
through which we consult with our staff on business and local
issues.
The sixth meeting of the European Council took place last
July. This council provides an additional forum for
communicating with employee representatives from the
countries in which we trade in the European Community.
Directors and senior management regularly visit stores and
discuss, with employees, matters of current interest and concern
to the business.
We have long-established Employees’ Profit Sharing and
Save As You Earn Share Option Schemes, membership of which
is service-related, details of which are given on page 29.
Equal opportunities
The Group is committed to an active Equal Opportunities
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 everyone
will receive equal treatment regardless of gender, colour,
ethnic or national origin, disability, age, marital status, sexual
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 Group is responsive to the needs of its employees,
customers and the community at large and we are an
organisation that uses everyone’s talents and abilities to the full.
Directors’ report