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20 Marks and Spencer Gro up p.l.c.
Remuneration report
At 1 April Exercised/ At 29 March
2002 Granted lapsed 2003 Option Exercise
or date of during during or date of price price Option
appointment the year the year retirement (pence) (pence) period
Directors continued
Laurel Powers-Freeling
Not exercisable (A)6365,713 548,569 350.0 Dec 2004 – Jun 2012
Granted 182,856 350.0 Jun 2005 – Jun 2012
Vittorio Radice
Granted (A)6555,553 555,553 306.0 Mar 2006 – Mar 2013
Alison Reed
Exercisable (A)485,053 54,788 407.01May 1996 – Jun 2005
Not exercisable (B)7289,460 289,460 235.01Sep 2003 – Jun 2011
Not exercisable (A)6276,929 465,499 377.01Jun 1999 – Jun 2012
Granted 188,570 350.01Jun 2005 – Jun 2012
Lapsed 30,265
SAYE 10,166 10,166 166.01Jan 2005 – Jun 2006
Retired directors
Alan McWalter3
Exercisable (B)5175,780 256.0 Aug 2002 – Jul 2003
Exercisable (A)4721,310 305.0 Aug 2002 – Jul 2003
Not exercisable 897,090 295.01
1Weighted average price.
2David Norgrove was the only director who exercised options during the year. The gain was £15,000.
3Alan McWalter retired as a director 10 July 2002. Options are carried into retirement under the terms of the various schemes (see above).
4Exercisable (A) – option price is above market value on 29 March 2003, options have vested.
5Exercisable (B) – option price is below market value on 29 March 2003, options have vested.
6Not exercisable (A) – option price is above market value on 29 March 2003, options have not vested.
7Not exercisable (B) – option price is below market value on 29 March 2003, options have not vested.
8The market price of the shares at the end of the financial year was 289.25p; the highest and lowest share price during the financial year were
423.0p and 262.5p respectively.
Executive Share Matching Plan
Maximum potential
number of Market price Performance period
Name of director Date of award matching shares1on award date for matching award
Luc Vandevelde 30 July 2002 178,788 339.0p 2002–05
Roger Holmes 30 July 2002 113,525 339.0p 2002–05
Justin King 30 July 2002 37,907 339.0p 2002–05
David Norgrove 30 July 2002 71,625 339.0p 2002–05
Laurel Powers-Freeling 30 July 2002 26,324 339.0p 2002–05
Alison Reed 30 July 2002 76,841 339.0p 2002–05
1The number of matching shares are the maximum (a match of 1:2.5) that could be receivable by the executive if performance conditions outlined
in the policy section above are fully met.
After one year of the 2002–05 performance period, Marks & Spencer’s TSR is ranked 27th in the FTSE 100 Comparator
Group and 4th in the Retailers Comparator Group. A match of 1:1.99 (79% of the maximum potential) shares would be
receivable if these positions were to be maintained for the full three-year performance period. These calculations have been
independently made by New Bridge Street Consultants using data from Datastream (an independent data services provider).
Arcadia will not be included within the Retailer Comparator Group at the end of the three-year period as they will not have
existed for more than 50% of the time.
Sections 1, 3, 4 and the table in section 5 of this report have been audited.
Approved by the Board
19 May 2003
Dame Stella Rimington DCB, Chairman of the Remuneration Committee