Marks and Spencer 2005 Annual Report Download - page 17

MARKS AND SPENCER GROUP PLC 15
shareholders can check their shareholding, update their personal
details and elect to receive communications electronically, rather
than through the post.
Our Investor Relations department is the focal point for contact
with institutional investors and maintains regular dialogue
throughout the year. The Chairman ensures that the Board is
regularly updated on the views of our major shareholders, following
meetings they have with him, the Chief Executive, the Finance
Director or Investor Relations. In June the Board receives a
presentation from external advisers summarising the opinions
of our principal shareholders following an extensive survey on
their views after the release of our fourth quarter trading statement
in April.
We regard the Annual General Meeting as an important forum for
us to engage with shareholders, particularly our private
shareholders, and it is very well attended. The business
presentations from the Chairman and Chief Executive are made
available on our website, together with the questions and answers
raised at the meeting.
The Board has taken the following steps to encourage increased
shareholder voting and improve the integrity and effectiveness of
the voting process:
•campaigned ‘your vote counts’ and encouraged the greater
use of electronic voting;
•invited three-way voting on Annual General Meeting
resolutions: ‘for’, ‘against’ and ‘vote withheld’; and
•conducted the vote at the Annual General Meeting by poll
rather than by show of hands.
The results of our voting are declared at the meeting, announced
to the London Stock Exchange and published on our website. In
July 2004 all Annual General Meeting resolutions were passed on a
poll conducted electronically. Approximately 40% of the ordinary
share capital was voted with ‘for’ resolutions ranging from 89.23%
to 99.98%.
At this year’s Annual General Meeting, in addition to routine
resolutions, shareholders will be asked to vote on:
•separate resolutions relating to the Company’s auditors,
PricewaterhouseCoopers LLP. The first relates to their re-
appointment and the second seeks authority for the audit
committee to determine the remuneration of the auditors on
behalf of the Board;
•amendments to the Company’s Articles of Association to
authorise the Company to indemnify directors and fund legal
defence costs as now permitted by the Companies (Audit,
Investigations and Community Enterprise) Act 2004;
•the introduction of a new Performance Share Plan and
Executive Share Option Plan following a review by the
remuneration committee to put in place an effective incentive
structure to focus senior executives on driving the Company’s
recovery whilst taking account of investor views and market
practice; and
•the appointment of Lord Burns as a director with effect from
1 October 2005.
At last year’s Annual General Meeting, the Chairman made a
commitment to explore how we could best reward our loyal
shareholders who are also customers. In August 2004 we sent
Café Revive and Spend and Save vouchers to shareholders
offering Autumn discounts in stores, which proved very popular.
We will be repeating this in July 2005, extending our offer to those
who hold shares through nominee accounts.
We encourage shareholders to make their views known to us
by e-mail at [e-mail], by telephone
on 0845 302 1234 for customer queries and 0845 609 0810
for shareholder queries as we continue to develop our products
and services.
Compliance with the combined code
For the year ended 2 April 2005 the Company complied with all
the provisions of the Combined Code on Corporate Governance,
except as follows:
Board Balance
A.3.2 At least half the Board, excluding the Chairman, should
comprise non-executive directors determined by the Board to be
independent. The Company’s position is explained on page 11.
Audit Committee Membership
C.3.1 The Board should satisfy itself that at least one member of
the Audit Committee has recent and relevant financial experience.
The Company’s position is explained on page 11.