Marks and Spencer 2007 Annual Report Download - page 34

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Major shareholders
Until 19 January 2007 the Company was required to keep a register of substantial shareholders recording notifiable interests
disclosed under sections 198 to 208 of the Companies Act 1985. As at 19 January 2007 the register of substantial shareholders
showed the following interests in 3% or more of the Company’s shares:
% of share
ordinary shares capital
Brandes Investment Partners, L.P 132,568,293 7.81%
Fidelity Intl, FMR Corp (and their direct and indirect subsidiaries) 83,373,170 4.94%
Legal & General Group plc 55,032,628 3.20%
On 20 January 2007 the Companies Act 1985 provisions in respect of substantial shareholders were repealed and the Disclosure
and Transparency Rules of the FSA (the ‘DTR’) came into force.
As at 10 May 2007, the Company had been notified under DTR5 of the following significant holdings of voting rights in its shares:
% of share
ordinary shares capital nature of holding
Brandes Investment Partners, L.P (21.3.07) 111,595,173 6.57% Indirect Interest
Legal & General Group plc (23.2.07) 59,701,580 3.51% Direct Interest
Deutsche Bank AG (30.3.07) 44,868,790 2.64% Direct Interest
Deutsche Bank AG (30.3.07) 6,429,000 0.38% Financial Instruments
(Under DTR5 Fidelity Intl, FMR Corp (and their direct and indirect subsidiaries) are no longer considered to have a significant holding
of voting rights in the share capital of the Company)
Board of directors
The membership of the Board and biographical details of the directors are given on page 27.
Lord Burns was appointed as Chairman at the conclusion of the 2006 AGM on 11 July 2006, when Paul Myners retired from the
Board. Kevin Lomax retired from the Board as a non-executive director on 31 August 2006.
Martha Lane Fox will join the Board as a non-executive director on 1 June 2007.
Jack Keenan will retire from the Board following the 2007 AGM on 10 July 2007, when he will have completed two three-year terms
as a non-executive director.
Directors’ indemnities
The Company maintains directors’ and officers’ liability insurance which gives appropriate cover for any legal action brought against
its directors. The Company has also provided an indemnity for its directors and the Group Secretary, which is a qualifying third party
indemnity provision for the purposes of section 309B of the Companies Act 1985.
Directors’ interests
The beneficial and non-beneficial interests of the directors and connected persons in the shares of the Company are shown on page
47. Options granted under the Save As You Earn (SAYE) Share Option and Executive Share Option Schemes are shown on page
49. Further information regarding employee share option schemes is given in note 12 to the financial statements.
Directors’ responsibilities
The directors are obliged under company law to prepare financial statements for each financial year and to present them annually
to the Company’s members in the Annual General Meeting.
The financial statements, of which the form and content is prescribed by the Companies Act 1985 and applicable accounting
standards, must give a true and fair view of the state of affairs of the Company and the Group at the end of the financial year, and
of the profit for that period.
The directors are also responsible for the adoption of suitable accounting policies and their consistent use in the financial
statements, supported where necessary by reasonable and prudent judgements.
The directors ensure the maintenance and integrity of the Company’s website. Information published on the internet is accessible in
many countries with different legal requirements. Legislation in the United Kingdom governing the preparation and dissemination of
financial statements may differ from legislation in other jurisdictions.
The directors confirm that the above requirements have been complied with in the financial statements.
In addition, the directors are responsible for maintaining adequate accounting records and sufficient internal controls to safeguard
the assets of the Group and to prevent and detect fraud or any other irregularities, as described more fully in the Corporate
Governance statement on page 42.
32 MARKS AND SPENCER GROUP PLC www.marksandspencer.com/annualreport2007
Group Directors’ report continued